<PAGE>   1
                                                                     EXHIBIT 4.3



================================================================================


                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                        ENRON PREFERRED FUNDING II, L.P.




                          DATED AS OF JANUARY 16, 1997


================================================================================
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
         <S>              <C>                                                                                          <C>
                                                        ARTICLE I
                                                      DEFINED TERMS

         Section 1.1      DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

                                                        ARTICLE II
                                             CONTINUATION OF THE PARTNERSHIP;
                                  ADMISSION OF PARTNERSHIP PREFERRED SECURITIES HOLDERS;
                                          WITHDRAWAL OF INITIAL LIMITED PARTNER

         Section 2.1      CONTINUATION OF THE PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 2.2      NAME  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.3      PURPOSES OF THE PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.4      TERM  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.5      REGISTERED AGENT AND OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.6      PRINCIPAL PLACE OF ACTIVITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.7      NAME AND ADDRESS OF GENERAL PARTNER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.8      QUALIFICATION TO CONDUCT ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.9      ADMISSION OF HOLDERS OF PARTNERSHIP
                          PREFERRED SECURITIES; WITHDRAWAL OF INITIAL LIMITED
                          PARTNER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

                                                       ARTICLE III
                                         CAPITAL CONTRIBUTIONS; REPRESENTATION OF
                                    PARTNERSHIP PREFERRED SECURITY HOLDER'S INTEREST;
                                                     CAPITAL ACCOUNTS

         Section 3.1      CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 3.2      PARTNERSHIP PREFERRED
                          SECURITY HOLDER'S INTEREST
                          REPRESENTED BY PARTNERSHIP PREFERRED SECURITIES . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 3.3      CAPITAL ACCOUNTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 3.4      INTEREST ON CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 3.5      WITHDRAWAL AND RETURN OF CAPITAL CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . 9

                                                        ARTICLE IV
                                                       ALLOCATIONS

         Section 4.1      PROFITS AND LOSSES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 4.2      SPECIAL ALLOCATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 4.3      WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
</TABLE>





                                       i
<PAGE>   3




<TABLE>
         <S>              <C>                                                                                          <C>
                                                        ARTICLE V
                                                      DISTRIBUTIONS

         Section 5.1      DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 5.2      LIMITATIONS ON DISTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

                                                        ARTICLE VI
                                       ISSUANCE OF PARTNERSHIP PREFERRED SECURITIES

         Section 6.1      GENERAL PROVISIONS REGARDING
                          PARTNERSHIP PREFERRED SECURITIES                                                             11
         Section 6.2      PARTNERSHIP PREFERRED SECURITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

                                                       ARTICLE VII
                                                 PARTNERSHIP INVESTMENTS

         Section 7.1      INITIAL AFFILIATE INVESTMENT INSTRUMENTS  . . . . . . . . . . . . . . . . . . . . . . . . .  18
         Section 7.2      REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP  . . . . . . . . . . . . . . . . . . .  18
         Section 7.3      ASSUMPTION OF OBLIGATIONS AND
                          RELEASE OF INVESTMENT AFFILIATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

                                                       ARTICLE VIII
                                          BOOKS OF ACCOUNT, RECORDS AND REPORTS

         Section 8.1      BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 8.2      ACCOUNTING METHOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 8.3      ANNUAL AUDIT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

                                                        ARTICLE IX
                                                   PAYMENT OF EXPENSES

         Section 9.1      PAYMENT OF TRUST EXPENSES AND PARTNERSHIP TAXES.  . . . . . . . . . . . . . . . . . . . . .  20
         Section 9.2      PAYMENT OF OTHER PARTNERSHIP EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

                                                        ARTICLE X
                                                POWERS, RIGHTS AND DUTIES
                                                 OF THE LIMITED PARTNERS

         Section 10.1     LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         Section 10.2     LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         Section 10.3     PRIORITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

                                                        ARTICLE XI
                                                POWERS, RIGHTS AND DUTIES
                                                  OF THE GENERAL PARTNER

         Section 11.1     AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         Section 11.2     POWERS AND DUTIES OF GENERAL PARTNER  . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         Section 11.3     OBLIGATIONS AND EXPENSES PAYABLE BY GENERAL PARTNER . . . . . . . . . . . . . . . . . . . .  22
</TABLE>





                                       ii
<PAGE>   4
<TABLE>
         <S>              <C>                                                                                          <C>
         Section 11.4     LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         Section 11.5     OUTSIDE ACTIVITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         Section 11.6     LIMITS ON GENERAL PARTNER'S POWERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         Section 11.7     EXCULPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         Section 11.8     FIDUCIARY DUTY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         Section 11.9     INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         Section 11.10    TAX MATTERS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         Section 11.11    CONSOLIDATION, MERGER OR SALE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  25

                                                       ARTICLE XII
                                            TRANSFERS OF INTERESTS BY PARTNERS

         Section 12.1     TRANSFER OF INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         Section 12.2     TRANSFER OF L.P. CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         Section 12.3     DEFINITIVE L.P. CERTIFICATES;
                          PERSONS DEEMED PARTNERSHIP PREFERRED SECURITY HOLDERS . . . . . . . . . . . . . . . . . . .  27
         Section 12.4     BOOK-ENTRY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         Section 12.5     REGISTRAR, TRANSFER AGENT AND PAYING AGENT  . . . . . . . . . . . . . . . . . . . . . . . .  29

                                                       ARTICLE XIII
                                                 WITHDRAWAL, DISSOLUTION;
                                          LIQUIDATION AND DISTRIBUTION OF ASSETS

         Section 13.1     WITHDRAWAL OF PARTNERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         Section 13.2     DISSOLUTION OF THE PARTNERSHIP  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         Section 13.3     LIQUIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         Section 13.4     DISTRIBUTION IN LIQUIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         Section 13.5     RIGHTS OF LIMITED PARTNERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         Section 13.6     TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

                                                       ARTICLE XIV
                                                 AMENDMENTS AND MEETINGS

         Section 14.1     AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         Section 14.2     AMENDMENT OF CERTIFICATE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         Section 14.3     MEETINGS OF PARTNERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

                                                        ARTICLE XV
                                                      MISCELLANEOUS

         Section 15.1     NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         Section 15.2     POWER OF ATTORNEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 15.3     ENTIRE AGREEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 15.4     GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 15.5     EFFECT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 15.6     PRONOUNS AND NUMBER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 15.7     CAPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 15.8     PARTIAL ENFORCEABILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 15.9     COUNTERPARTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
</TABLE>





                                      iii
<PAGE>   5
<TABLE>
<S>                                                                                                                    <C>
         Section 15.10    WAIVER OF PARTITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         Section 15.11    REMEDIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34


Schedule 1       LIST OF PARTNERS

Annex A          FORM OF L.P. CERTIFICATE

Exhibit A        FORM OF INDENTURE OF ENRON CORP.

Exhibit B        FORM OF INDENTURE FOR SUBSIDIARIES
</TABLE>





                                       iv
<PAGE>   6
                         AMENDED AND RESTATED AGREEMENT
                             OF LIMITED PARTNERSHIP

                                       OF

                        ENRON PREFERRED FUNDING II, L.P.


         AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Enron
Preferred Funding II, L.P., a Delaware limited partnership (the "Partnership"),
dated as of January 16, 1997, among Enron Corp., a Delaware corporation (the
"Company"), as the general partner, Organizational Partner, Inc., a Delaware
corporation, as the initial limited partner (the "Initial Limited Partner") and
such other Persons (as defined herein) who become Limited Partners (as defined
herein) as provided herein.

         WHEREAS, the Company and the Initial Limited Partner entered into an
Agreement of Limited Partnership, dated as of December 23, 1996, (the "Original
Partnership Agreement"), and the Partners (as defined herein) desire to
continue the Partnership under the Act (as defined herein) and to amend and
restate the Original Partnership Agreement in its entirety;

         WHEREAS, the Certificate of Limited Partnership of the Partnership was
filed with the Office of the Secretary of State of the State of Delaware on
December 23, 1996;

         NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
and restate the Original Partnership Agreement as follows:


                                   ARTICLE I

                                 DEFINED TERMS

         Section 1.1      DEFINITIONS.  Unless the context otherwise requires,
the terms defined in this Article I shall, for the purposes of this Agreement,
have the meanings herein specified.  Terms used in this Agreement and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Declaration.

         "Act" means the Delaware Revised Uniform Limited Partnership Act, Del.
Code Ann. tit. 6, Section  17-101 et seq., as amended from time to time.

         "Affiliate" has the meaning set forth in Section 1.1 of the
Declaration.

         "Affiliate Investment Instruments" has the meaning set forth in
Section 7.1 of this Agreement.

         "Agreement" means this Amended and Restated Agreement of Limited
Partnership, as it may be amended or supplemented from time to time.

         "Assuming Investment Affiliate" has the meaning set forth in Section
7.3 of this Agreement.

         "Beneficiaries" has the meaning set forth in Section 11.3 of this
Agreement.

         "Book-Entry Interest" means a beneficial interest in the L.P.
Certificates, ownership and transfers of which shall be maintained and made
through book-entries of a Clearing Agency as set forth in Section 12.4 of this
Agreement.
<PAGE>   7
         "Business Day" means a day other than a day on which banking
institutions in The City of New York are authorized or required by law to
close.

         "Capital Account" has the meaning set forth in Section 3.3 of this
Agreement.

         "Certificate" means the Certificate of Limited Partnership of the
Partnership filed with the Secretary of State of the State of Delaware on
December 23, 1996, as it may be amended and restated from time to time.

         "Change in 1940 Act Law" has the meaning set forth in Section 1.1 of
the Declaration.

         "Closing Date" has the meaning set forth in Section 1.1 of the
Declaration.

         "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.

         "Company" means Enron Corp., a Delaware corporation.

         "Compounded Distributions" has the meaning set forth in Section 6.2 of
this Agreement.

         "Declaration" means the Amended and Restated Declaration of Trust by
and among the Company, as Sponsor, the Property Trustee, the Delaware Trustee,
and the Regular Trustees, dated as of January 13, 1997.

         "Definitive L.P. Certificates" has the meaning set forth in Section
12.4(a) of this Agreement.

         "Delaware Trustee" has the meaning set forth in Section 6.2 of the
Declaration.

         "Distribution Payment Date" has the meaning set forth in Section
6.2(b)(ii) of this Agreement.

         "Distributions" means the right to receive the amount of the
cumulative cash distributions payable by the Partnership with respect to the
Interests represented by the Partnership Preferred Securities, which amounts
will accrue on the $25 liquidation preference of each Partnership Preferred
Security from the Closing Date and are payable quarterly in arrears in
accordance with Sections 5.1 and 6.2(b) of this Agreement.

         "DTC" means the Depository Trust Company, the initial Clearing Agency.

         "Eligible Debt Securities" means cash or book-entry securities,
negotiable instruments, or other securities of entities not affiliated with the
Company represented by instruments in registered form which evidence any of the
following:  (a) any security issued or guaranteed as to principal or interest
by the United States, or by a person controlled or supervised by and acting as
an instrumentality of the Government of the United States pursuant to authority
granted by the Congress of the United States, or any certificate of deposit for
any of the foregoing; (b) commercial paper issued pursuant to Section 3(a)(3)
of the Securities Act of 1933 (the "Securities Act") and having, at the time of
the investment or contractual commitment to invest therein, a rating from each
of S&P and Moody's in the highest rating category granted by such rating agency
and having a maturity not in excess of nine months; (c) demand deposits, time
deposits and certificates of deposit which are fully insured by the FDIC; (d)
repurchase obligations with respect to any security that is a direct obligation
of, or fully guaranteed by, the Government of the United States of America or
any agency or instrumentality thereof, the obligations of which are backed by
the full faith and credit of the United States of America, in either case
entered into with a depository institution or trust company which is an
Eligible Institution and the deposits of which are insured by the FDIC; and (e)
any other security which is identified as a permitted investment of a finance
subsidiary pursuant to Rule 3a-5 under the 1940 Act at the time it is acquired
by the Partnership.

         "Eligible Institution" means a depository institution organized under
the laws of the United States of America or any one of the states thereof or
the District of Columbia (or any domestic branch of a foreign bank),





                                       2
<PAGE>   8
(1)(i) which has either (A) a long-term unsecured debt rating of AA or better
by S&P and Aa or better by Moody's or (B) a short-term unsecured debt rating or
a certificate of deposit rating of A-1+ or better by S&P and P-1 or better by
Moody's and (ii) whose deposits are insured by the FDIC or (2)(i) the parent of
which has a long-term or short-term unsecured debt rating which signifies
investment grade and (ii) whose deposits are insured by the FDIC.

         "FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.

         "Fiscal Period" means each calendar quarter.

         "Fiscal Year" means (i) the period commencing upon the formation of
the Partnership and ending on December 31, 1996, and (ii) any subsequent
calendar year.

         "General Partner" means the Company in its capacity as the general
partner of the Partnership, its permitted successors, or any successor general
partner in the Partnership admitted as such pursuant to the terms of this
Agreement.

         "General Partner Capital Contribution" means the contribution by the
General Partner to the Partnership made contemporaneous with the issuance of
the Partnership Preferred Securities.

         "General Partner Interest" means the Interest of the General Partner
in the Partnership.

         "Holder" or "Partnership Preferred Security Holder" means a Limited
Partner in whose name an L.P. Certificate representing Partnership Preferred
Securities is registered.

         "Indentures" means the Indentures between the Company or certain of
its subsidiaries, as the case may be, and The Chase Manhattan Bank, as
Indenture Trustee, dated as of January 16, 1997, forms of which are attached
hereto as Exhibits A and B, respectively.

         "Independent Financial Adviser" shall mean (i) Merrill Lynch, Pierce,
Fenner & Smith Incorporated or (ii) such other nationally recognized investment
banking firm which shall be designated by the Company and which firm does not
(and whose directors, officers, employees and affiliates do not) have a direct
or indirect material equity interest in the Company or any of its subsidiaries
or (iii) another entity which is an investment banking, accounting or financial
services firm selected by the Company and approved by the Holders of a Majority
in Liquidation Preference of Partnership Preferred Securities.

         "Initial Affiliate Debentures" has the meaning set forth in Section
7.1(b) of this Agreement.

         "Initial Company Debenture" has the meaning set forth in Section
7.1(b) of this Agreement.

         "Initial Debentures" means collectively, the Initial Company
Debentures and the Initial Affiliate Debentures.

         "Initial Limited Partner" means Organizational Partner, Inc., a
Delaware corporation.

         "Initial Partnership Proceeds" means the aggregate proceeds received
by the Partnership from the sale of the Partnership Preferred Securities and
the General Partner Capital Contribution.

         "Interest" means the entire ownership interest of a Partner in the
Partnership at any particular time, including, without limitation, its interest
in the capital, profits, and losses of, and distributions from, the
Partnership.





                                       3
<PAGE>   9
         "Investment Affiliate" means the Company or any corporation,
partnership, limited liability company or other entity (other than the
Partnership or the Trust) that is controlled by the Company and is not an
investment company by reason of Section 3(a) or 3(b) of the 1940 Act.

         "Investment Event of Default" means an event of default under any
Affiliate Investment Instrument that is a debt instrument or the breach by an
Investment Affiliate of its obligations under any Affiliate Investment
Instrument that is an equity instrument.

         "Investment Guarantee" has the meaning specified in Section 1.1 of the
Declaration.

         "Investment Offer" has the meaning specified in Section 7.2(b) of this
Agreement.

         "Limited Partner" means any Person who is admitted to the Partnership
as a limited partner pursuant to the terms of this Agreement, in such Person's
capacity as a limited partner of the Partnership.

         "Liquidator" has the meaning specified in Section 13.3 of this
Agreement.

         "L.P. Certificate" means a certificate substantially in the form
attached hereto as Annex A, evidencing the Partnership Preferred Securities
held by a Limited Partner.

         "Majority in Liquidation Preference" means Holder(s) of Partnership
Preferred Securities who are the record owners of Partnership Preferred
Securities whose aggregate liquidation preferences represent more than 50% of
the aggregate liquidation preference of all Partnership Preferred Securities
then outstanding.

         "Moody's" means Moody's Investors Service, Inc. or any successor
thereto.

         "Net Income" and "Net Loss", respectively, for any Fiscal Period mean
the income and loss, respectively, of the Partnership for such Fiscal Period as
determined in accordance with the method of accounting followed by the
Partnership for United States federal income tax purposes, including, for all
purposes, the net income, if any, from the Affiliate Investment Instruments,
Eligible Debt Securities and any income exempt from tax and any noncapital,
nondeductible expenditures of the Partnership which are described in the Code.

         "1940 Act" has the meaning set forth in Section 1.1 of the
Declaration.

         "Original Partnership Agreement" has the meaning set forth in the
recitals to this Agreement.

         "Partners" means the General Partner and the Limited Partners,
collectively, where no distinction is required by the context in which the term
is used.

         "Partnership Covered Person" means any Partner, any Affiliate of a
Partner or any officers, directors, shareholders, partners, members, employees,
representatives or agents of a Partner of its respective Affiliates, or any
employee or agent of the Partnership or its Affiliates or any Special
Representative.

         "Partnership Enforcement Event" has the meaning set forth in Section
6.2(h)(i) of this Agreement.

         "Partnership Guarantee" means the Partnership Guarantee Agreement
dated as of January 16, 1997 by the Company in favor of the Partnership
Preferred Security Holders with respect to the Partnership Preferred
Securities, as amended or supplemented from time to time.

         "Partnership Indemnified Person" means the General Partner, any
Special Representative, any Affiliate of the General Partner or any Special
Representative or any officers, directors, shareholders, members, partners,
employees, representatives or agents of the General Partner or any Special
Representative, or any of their respective Affiliates, or any employee or agent
of the Partnership or its Affiliates.





                                       4
<PAGE>   10
         "Partnership Investment Company Event" means that the General Partner
shall have requested and received an opinion of nationally recognized
independent legal counsel experienced in such matters to the effect that as a
result of the occurrence on or after the date hereof of a Change in 1940 Act
Law, the Partnership is or will be considered an "investment company" which is
required to be registered under the 1940 Act.

         "Partnership Liquidation Distribution" has the meaning set forth in
Section 6.2(g) of this Agreement.

         "Partnership Preferred Securities" represent the Interests of Limited
Partners and have the preference and designation set forth in Section 6.2(a) of
this Agreement.

         "Partnership Preferred Security Owner" means, with respect to a
Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest as reflected on the books of DTC, or on the books of a Person
maintaining an account with DTC (directly as a participant or as an indirect
participant, in each case in accordance with the rules of DTC or such
participant).

         "Partnership Special Event" means either a Partnership Tax Event or a
Partnership Investment Company Event.

         "Partnership Successor Securities" has the meaning set forth in
Section 11.11 of this Agreement.

         "Partnership Tax Event" means that the General Partner shall have
requested and received an opinion of nationally recognized independent tax
counsel experienced in such matters to the effect that there has been a Tax
Action that results in there being more than an insubstantial risk that (i) the
Partnership is, or will be, subject to United States federal income tax with
respect to income accrued or received on the Affiliate Investment Instruments
or the Eligible Debt Securities, (ii) the Partnership is, or will be, subject
to more than a de minimis amount of other taxes, duties or other governmental
charges or (iii) interest payable by an Investment Affiliate with respect to
any Initial Debenture issued by such Investment Affiliate to the Partnership is
not, or will not be, deductible by such Investment Affiliate for United States
federal income tax purposes.

         "Paying Agent" shall have the meaning set forth in Section 12.5 of
this Agreement.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

         "Power of Attorney" means the Power of Attorney granted pursuant to
Section 15.2 of this Agreement.

         "Property Trustee" has the meaning set forth in Section 1.1 of the
Declaration.

         "Purchase Agreement" means the Purchase Agreement dated January 13,
1997 among the Company, the Trust, the Partnership, Merrill Lynch & Co.,
Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearn & Co. Inc.,
A.G.  Edwards & Sons, Inc., PaineWebber Incorporated, Prudential Securities
Incorporated and Smith Barney Inc. as representatives of the other underwriters
named in Schedule A thereto.

         "Record Date" means (i) as long as the Trust Preferred Securities
remain (or, in the event that the Trust is liquidated in connection with a
Trust Special Event, as long as the Partnership Preferred Securities remain) in
book- entry only form, one Business Day prior to the relevant payment dates and
(ii) in the event that the Trust Preferred Securities (or in the event that the
Trust is liquidated in connection with a Trust Special Event, the Partnership
Preferred Securities) shall not continue to remain in book-entry only form, the
15th day of the month of the relevant payment date.

         "Redemption Notice" has the meaning set forth in Section 6.2(e) of
this Agreement.





                                       5
<PAGE>   11
         "Redemption Price" has the meaning set forth in Section 6.2(c) of this
Agreement.

         "Registrar" has the meaning set forth in Section 12.5 of this
Agreement.

         "Regular Trustees" has the meaning set forth in Section 1.1 of the
Declaration.

         "Reinvestment Criteria" has the meaning specified in Section 7.2(d) of
this Agreement.

         "Released Investment Affiliate" has the meaning set forth in Section
7.3 of this Agreement.

         "S&P" means Standard & Poor's Ratings Services or any successor
thereof.

         "Special Representative" has the meaning set forth in Section
6.2(h)(i) of this Agreement.

         "Tax Action" has the meaning set forth in Section 1.1 of the
Declaration.

         "Tax Matters Partner" means the General Partner designated as such in
Section 11.10 of this Agreement.

         "10% in Liquidation Preference" means Holders of the Partnership
Preferred Securities voting together as a single class representing 10% of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of the Partnership
Preferred Securities.

         "Treasury Regulations" has the meaning set forth in Section 1.1 of the
Declaration.

         "Trust" means Enron Capital Trust II, a Delaware business trust,
formed under the Declaration.

         "Trust Common Securities" has the meaning specified in Section 8.1 of
the Declaration.

         "Trust Common Securities Guarantee" means the Trust Common Securities
Guarantee Agreement dated as of January 16, 1997, entered into by the Company,
as Guarantor, for the benefit of the holders of the Trust Common Securities.

         "Trust Preferred Securities" has the meaning specified in Section 8.1
of the Declaration.

         "Trust Preferred Securities Guarantee" means the Trust Preferred
Securities Guarantee Agreement dated as of January 16, 1997, entered into by
the Company, as Guarantor, for the benefit of the holders of the Trust
Preferred Securities.


                                   ARTICLE II

                        CONTINUATION OF THE PARTNERSHIP;
             ADMISSION OF PARTNERSHIP PREFERRED SECURITIES HOLDERS;
                     WITHDRAWAL OF INITIAL LIMITED PARTNER

         Section 2.1      CONTINUATION OF THE PARTNERSHIP.  The parties hereto
agree to continue the Partnership in accordance with the terms of this
Agreement.  The General Partner, for itself and as agent for the Limited
Partners, shall make every reasonable effort to assure that all certificates
and documents are properly executed and shall accomplish all filing, recording,
publishing and other acts necessary or appropriate for compliance with all the
requirements for the continuation of the Partnership as a limited partnership
under the Act and under all other laws of the State of Delaware or such other
jurisdictions in which the General Partner determines that the





                                       6
<PAGE>   12
Partnership may conduct activities.  The rights and duties of the Partners
shall be as provided herein and, subject to the terms hereof, under the Act.

         Section 2.2      NAME.  The name of the Partnership is "Enron
Preferred Funding II, L.P.", as such name may be modified from time to time by
the General Partner following written notice to the Limited Partners.

         Section 2.3      PURPOSES OF THE PARTNERSHIP.  The purposes of the
Partnership are (a) to issue limited partnership interests in the Partnership
in the form of Partnership Preferred Securities, (b) to receive the General
Partner Capital Contribution, (c) to use substantially all of the Initial
Partnership Proceeds to purchase, as an investment, the Initial Debentures, (d)
to invest, at all times, an amount equal to at least 1% of the Initial
Partnership Proceeds in Eligible Debt Securities, (e) to receive interest and
other payments on the Affiliate Investment Instruments and the Eligible Debt
Securities held by the Partnership from time to time, (f) to make Distributions
on the Partnership Preferred Securities and distributions on the General
Partner Interest if, as and when declared by the General Partner in its sole
discretion, (g) subject to the restrictions and conditions contained in this
Agreement, to make additional investments in Affiliate Investment Instruments
and Eligible Debt Securities and to dispose of any such investments and (h)
except as otherwise limited herein, to enter into, make and perform all
contracts and other undertakings, and engage in those activities and
transactions as the General Partner may reasonably deem necessary or advisable
for the carrying out of the foregoing purposes of the Partnership.  The
Partnership may not engage in any other activities or operations except as
contemplated by the preceding sentence.

         Section 2.4      TERM.  The term of the Partnership shall commence
upon the filing of the Certificate in the Office of the Secretary of State of
the State of Delaware and shall continue until the Partnership is dissolved in
accordance with the provisions of this Agreement.

         Section 2.5      REGISTERED AGENT AND OFFICE.  The Partnership's
registered agent and office in Delaware shall be Corporation Trust Company,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801.  At any
time, the General Partner may designate another registered agent and/or
registered office.

         Section 2.6      PRINCIPAL PLACE OF ACTIVITY.  The principal place of
activity of the Partnership shall be c/o Enron Corp., 1400 Smith Street,
Houston, Texas 77002.  Upon ten days' written notice to the Partners, the
General Partner may change the location of the Partnership's principal place of
activity, provided that such change has no material adverse effect upon any
Partner.

         Section 2.7      NAME AND ADDRESS OF GENERAL PARTNER.  The name and
address of the General Partner are as follows:

                          Enron Corp.
                          1400 Smith Street
                          Houston, TX  77002
                          Attention:  Treasury Department

The General Partner may change its name or address from time to time, in which
event the General Partner shall promptly notify the Limited Partners of any
such change.

         Section 2.8      QUALIFICATION TO CONDUCT ACTIVITIES.  The General
Partner shall cause the Partnership to become qualified, formed or registered
under the applicable qualification, fictitious name or similar laws of any
jurisdiction in which the Partnership conducts activities.

         Section 2.9      ADMISSION OF HOLDERS OF PARTNERSHIP PREFERRED
SECURITIES; WITHDRAWAL OF INITIAL LIMITED PARTNER.

         (a)     Without execution of this Agreement, upon the receipt of an
L.P. Certificate by a Person, whether by purchase, gift, devise or other valid
transfer, which receipt shall be deemed to constitute a request by such





                                       7
<PAGE>   13
Person that the books and records of the Partnership reflect such Person's
admission as a Limited Partner, such Person shall be admitted to the
Partnership as a Limited Partner and shall become bound by this Agreement.

         (b)     Following the first admission of a Partnership Preferred
Security Holder to the Partnership as a Limited Partner, the Initial Limited
Partner shall withdraw from the Partnership and shall receive the return of its
capital contribution, if any, without interest or deduction.

         (c)     The name and mailing address of each Partner and the amount
contributed by such Partner to the capital of the Partnership shall be listed
on the books and records of the Partnership.  The General Partner shall be
required to update the books and records from time to time as necessary to
accurately reflect such information.


                                  ARTICLE III

                    CAPITAL CONTRIBUTIONS; REPRESENTATION OF
               PARTNERSHIP PREFERRED SECURITY HOLDER'S INTEREST;
                                CAPITAL ACCOUNTS

         Section 3.1      CAPITAL CONTRIBUTIONS.

         (a)     Contemporaneous with the issuance of the Partnership Preferred
Securities, the General Partner shall make the General Partner Capital
Contribution.  The General Partner shall, from time to time, make such
additional capital contributions as are necessary to maintain at all times a
positive Capital Account balance equal to at least one percent (1%) of the
aggregate positive Capital Account balances of all Partners at the end of such
period.

         (b)     On the Closing Date, the Trust shall, in exchange for a
definitive L.P. Certificate, contribute to the capital of the Partnership on
behalf of the Trust an amount in cash equal to the gross proceeds from the sale
of the Trust Preferred Securities and the Trust Common Securities (such amount
being a capital contribution to the Partnership).  On such date, immediately
following the withdrawal of the Initial Limited Partner, the Trust shall be the
sole Limited Partner.

         (c)     No Limited Partner shall at any time be required to make any
additional capital contributions to the Partnership, except as may be required
by law.

         Section 3.2      PARTNERSHIP PREFERRED SECURITY HOLDER'S INTEREST
REPRESENTED BY PARTNERSHIP PREFERRED SECURITIES.  A Partnership Preferred
Security Holder's Interest shall be represented by the Partnership Preferred
Securities held by or on behalf of such Partner.  Each Partnership Preferred
Security Holder's respective ownership of Partnership Preferred Securities
shall be set forth on the books and records of the Partnership.  Each Partner
hereby agrees that its Interest in the Partnership shall for all purposes be
personal property.  No Partner shall have an interest in specific Partnership
property.

         Section 3.3      CAPITAL ACCOUNTS.

         (a)     Establishment and Maintenance of Capital Accounts.  The
Partnership shall establish and maintain a separate account (the "Capital
Account") for each Partner.  The initial balance of the Capital Account for
each Partner shall be the amount as set out opposite the name of each of the
Partners on Schedule 1 attached hereto.  The Capital Account of each Partner
shall be increased by (i) the dollar amount of any additional contributions
made by such Partner and (ii) allocations to such Partner of income and gain
(including income exempt from tax).  The Capital Account of each Partner shall
be decreased by (i) the dollar amount of any distributions made to such
Partner, and (ii) allocations to such Partner of loss and deduction (including
noncapital, nondeductible expenditures not deductible in computing the
Partnership's income or loss for United States federal income tax purposes).





                                       8
<PAGE>   14
         (b)     Compliance with Regulations.  Notwithstanding any other
provision of this Agreement to the contrary, the provisions of Section 3.3(a)
hereof regarding the maintenance of Capital Accounts shall be construed so as
to comply with the Treasury Regulations promulgated under section 704 of the
Code.  The General Partner, in its sole discretion, is authorized to modify
such provisions to the minimum extent necessary to comply with such Treasury
Regulations.

         Section 3.4      INTEREST ON CAPITAL CONTRIBUTIONS.  No Partner shall
be entitled to interest on or with respect to any capital contribution to the
Partnership.

         Section 3.5      WITHDRAWAL AND RETURN OF CAPITAL CONTRIBUTIONS.
Subject to Section 2.9(b) hereof, no Partner shall be entitled to withdraw any
part of such Partner's capital contribution to the Partnership.  No Partner
shall be entitled to receive any distributions from the Partnership, except as
provided in this Agreement.


                                   ARTICLE IV

                                  ALLOCATIONS

         Section 4.1      PROFITS AND LOSSES.  After giving effect to the
special allocation provisions set forth in Section 4.2, which special
allocations shall take precedence over any allocations made pursuant to this
Section 4.1,

         (a)     The Partnership's Net Income for each Fiscal Period of the
Partnership shall be allocated as follows:

                 (i)      First, to each Holder of a Partnership Preferred
         Security in an amount equal to the excess, if any, of (x) the amount
         of Net Losses, if any, allocated to each such Holder from the date of
         issuance of the Partnership Preferred Security through and including
         the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below
         over (y) the amount of Net Income, if any, allocated to each such
         Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods.

                 (ii)     Second, to the Holders of the Partnership Preferred
         Securities, an amount of Net Income equal to the excess of (x) the
         Distributions accrued on the Partnership Preferred Securities from the
         date of their issuance through and including the last day of such
         Fiscal Period, including any Compounded Distributions payable with
         respect thereto, over (y) the amount of Net Income allocated to the
         Holders of the Partnership Preferred Securities pursuant to this
         Section 4.1(a)(ii) in all prior Fiscal Periods.  Amounts allocated to
         all Partnership Preferred Security Holders shall be allocated among
         such Holders in proportion to the number of Partnership Preferred
         Securities held by such Holders.

                 (iii)    Any remaining Net Income shall be allocated to the 
         General Partner.

         (b)     The Partnership's Net Loss for any Fiscal Period shall be
allocated as follows:

                 (i)      First, to the General Partner until the balance of
         the General Partner's Capital Account is reduced to zero, provided,
         however, that the aggregate amount of Net Losses allocated to the
         General Partner pursuant to this Section 4.1(b)(i) shall not exceed
         the sum of 14% of the total capital contributions of all Partners plus
         the aggregate Net Income allocated to the General Partner pursuant to
         this Section 4.1.

                 (ii)     Second, among the Holders in proportion to their
         respective aggregate Capital Account balances, until the Capital
         Account balances of such Holders are reduced to zero.

                 (iii)    Any remaining Net Loss shall be allocated to the 
         General Partner.





                                       9
<PAGE>   15
         (c)     Daily Determination.  For purposes of determining the profits,
losses or any other items allocable to any period, profits, losses and any such
other items shall be determined on a daily basis, unless the General Partner
determines that another method is permissible under Section 704 of the Code and
the Treasury Regulations promulgated thereunder.  Unless otherwise specified,
such profits, losses or other items shall be determined for each Fiscal Period.

         Section 4.2      SPECIAL ALLOCATION.

         (a)     All expenditures that are (i) incurred by, or on behalf of,
the Partnership and (ii) paid, or otherwise reimbursed, by the General Partner
out of its own funds shall be allocated entirely to the General Partner.

         (b)     In the event any Partner unexpectedly receives any
adjustments, allocations or distributions described in Treasury Regulation
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of the Partnership's Net
Income shall be specially allocated to such Partner in a manner sufficient to
eliminate the deficit, if any, in the balance of the Capital Account of such
Partner as quickly as possible.  The foregoing is intended to be a "qualified
income offset" provision as described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d) and shall be interpreted and applied in all respects in
accordance with such Treasury Regulation.

         (c)     Section 704 Compliance.  While this Agreement does not
specifically provide for certain provisions required by Treasury Regulation
Sections 1.704-1(b) and 1.704-2 because those provisions apply to transactions
that are not expected to occur as regards the Partnership, the Partners intend
that the allocations under Section 4.1 conform to Treasury Regulations Sections
1.704-1(b) and 1.704-2 (including, without limitation, the minimum gain
chargeback, chargeback of partner nonrecourse debt minimum gain and partner
nonrecourse debt provisions of such Treasury Regulations), and, to the extent
necessary due to the occurrence of unexpected events, the General Partner shall
make such changes in the allocations under Section 4.1 as it believes are
reasonably necessary to meet the requirements of such Treasury Regulations.

         (d)     Adjustment of Allocations.  If the allocations set forth in
this Article IV are adjusted by the Internal Revenue Service and the Tax
Matters Partner agrees to such adjustments, such allocations shall be amended
to the minimum extent necessary to conform with such adjustments.

         (e)     Additional Allocations.  Notwithstanding the foregoing, if,
upon the final dissolution and termination of the Partnership and after taking
into account all allocations of Net Income and Net Losses (and other tax items)
under this Article IV, the distributions to be made in accordance with the
positive Capital Account balances would result in a distribution that would be
different from a distribution under Article XIII, then gross items of income
and gain (and other tax items) for the taxable year of the final dissolution
and termination (and, to the extent permitted under section 761(c) of the Code,
gross items of income and gain, and other tax items, for the immediately
preceding taxable year) shall be allocated to the Partners to increase or
decrease their respective Capital Account balances so that the final
distribution will occur in the same manner as a distribution under Section
13.4.

         (f)     General Partner Allocations.  Notwithstanding any provision of
this Agreement to the contrary, the interest of the General Partner in each
item of Partnership income, gain, loss, deduction, or credit shall, at all
times during the existence of the Partnership, be equal to at least (A) at any
time that the aggregate capital contributions to the Partnership are equal to
or less than $50,000,000, one percent (1%) of each such item and (B) at any
time that the aggregate capital contributions to the Partnership are greater
than $50,000,000, at least a percentage equal to the product of (i) one percent
(1%) and (ii) a fraction (not exceeding 1 and not less than 0.2), the numerator
of which is $50,000,000 and the denominator of which is the lesser of (x) the
aggregate Capital Account balances of the Capital Accounts of all Partners at
such time and (y) the aggregate capital contributions to the Partnership of all
Partners at such time.

         Section 4.3      WITHHOLDING.  The Partnership shall comply with
withholding requirements under federal, state and local law and shall remit
amounts withheld to and file required forms with applicable





                                       10
<PAGE>   16
jurisdictions.  To the extent that the Partnership is required to withhold and
pay over any amounts to any authority with respect to distributions or
allocations to any Partner, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Partner.  In the event of
any claimed over-withholding, Partners shall be limited to an action against
the applicable jurisdiction.  If the amount withheld was not withheld from
actual distributions, the Partnership may reduce subsequent distributions by
the amount of such withholding.  Each Partner agrees to furnish the Partnership
with any representations and forms as shall reasonably be requested by the
Partnership to assist it in determining the extent of, and in fulfilling, its
withholding obligations.


                                   ARTICLE V

                                 DISTRIBUTIONS

         Section 5.1      DISTRIBUTIONS.  Limited Partners shall receive
periodic Distributions and Compounded Distributions, if any, redemption
payments and liquidation distributions in accordance with the terms of the
Partnership Preferred Securities set forth in Article VI.  The General Partner
shall in its sole discretion determine whether and when Distributions shall be
payable; provided, however, that if the General Partner shall determine a
Distribution will not be paid on a scheduled Distribution Payment Date, the
General Partner shall give notice of its determination not to pay such
Distribution to Limited Partners of record as of the Record Date for the
payment of such Distribution; provided, further, however, that the General
Partner shall not declare distributions, and no distributions shall be payable
by the Partnership to the General Partner in respect of its General Partner
Interest unless all accumulated and unpaid Distributions, including any
Compounded Distributions, have been paid in full for all prior Fiscal Periods.
Subject to the immediately preceding sentence, to the extent that the aggregate
payments of interest (or dividends) received by the Partnership in respect of
Affiliate Investment Instruments and Eligible Debt Securities for each Fiscal
Period exceed the amount of Distributions, including any Compounded
Distributions, paid on the Partnership Preferred Securities for such Fiscal
Period, the General Partner, in its sole discretion may declare and distribute
such excess funds to the General Partner in respect of its General Partner
Interest.

         Section 5.2      LIMITATIONS ON DISTRIBUTIONS.  The Partnership shall
not make a Distribution to any Partner on account of such Partner's Interest if
such Distribution would violate Section 17-607 of the Act or other applicable
law.


                                   ARTICLE VI

                  ISSUANCE OF PARTNERSHIP PREFERRED SECURITIES

         Section 6.1      GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED
SECURITIES.

         (a)     There is hereby authorized for issuance and sale Partnership
Preferred Securities having an aggregate liquidation preference not greater
than $154,650,000 and having the designation, annual distribution rate,
liquidation preference, redemption terms, and other powers, preferences and
special rights and limitations set forth in this Article VI.

         (b)     The payment of Distributions (including payments of
distributions by the Partnership in liquidation or in redemption in respect of
Partnership Preferred Securities) shall be guaranteed by the Company pursuant
to and to the extent set forth in the Partnership Guarantee.  The Partnership
Preferred Security Holders hereby authorize the General Partner to hold the
Guarantee on behalf of the Partnership Preferred Security Holders.  In the
event of an appointment of a Special Representative pursuant to Section 6.2(i),
among other things, to enforce the Partnership Guarantee, the Special
Representative may take possession of the Partnership Guarantee for such
purpose.  If no Special Representative has been appointed to enforce the
Partnership Guarantee, the General Partner has the right to enforce the
Partnership Guarantee on behalf of the Partnership Preferred Security Holders.





                                       11
<PAGE>   17
The Partnership Preferred Security Holders, by acceptance of such Partnership
Preferred Securities, acknowledge and agree to the subordination provisions in,
and other terms of, the Partnership Guarantee.

         (c)     The Partnership may not issue any interests in the Partnership
other than the Partnership Preferred Securities and the General Partner
Interest, provided that the Partnership may accept consideration for additional
capital contributions from the General Partner with respect to the General
Partner Interest.  All Partnership Preferred Securities shall rank senior to
all other Interests in the Partnership in respect of the right to receive
Distributions.  All Partnership Preferred Securities redeemed, purchased or
otherwise acquired by the Partnership shall be canceled.  The Partnership
Preferred Securities will be issued in registered form only.

         (d)     No Holder shall be entitled as a matter of right to subscribe
for or purchase, or have any preemptive right with respect to, any part of any
new or additional limited partnership interests, or of securities convertible
into any Partnership Preferred Securities or other limited partnership
interests, whether now or hereafter authorized and whether issued for cash or
other consideration or by way of a distribution.

         (e)     Any of the Partnership Preferred Securities that are owned by
the Company or by any entity more than 50% of which is owned by the Company,
either directly or indirectly, shall not be entitled to vote or consent with
respect to any Partnership Preferred Security owned by it, and shall, for
purposes of such vote or consent, be treated as if they were not outstanding;
provided, however, that persons otherwise eligible to vote to whom the Company
or any of its subsidiaries have pledged Partnership Preferred Securities may
vote or consent with respect to such pledged Partnership Preferred Securities
under any of the circumstances described in Section 6.2.

         Section 6.2      PARTNERSHIP PREFERRED SECURITIES.

         (a)     Designation.  A total of 6,186,000 Partnership Preferred
Securities, liquidation preference $25 per Partnership Preferred Security, are
hereby designated as "8 1/8% Partnership Preferred Securities".

         (b)     Distributions.

                 (i)      Partnership Preferred Security Holders shall be
         entitled to receive cumulative Distributions and Compounded
         Distributions (as defined below) (if any), if, as and when declared by
         the General Partner, in its sole discretion, out of the assets of the
         Partnership legally available therefor, at a rate per annum of 8 1/8%
         of the stated liquidation preference of $25 per Partnership Preferred
         Security, calculated on the basis of a 360-day year consisting of
         twelve 30-day months.  For any period shorter than a full 90-day
         quarter, Distributions will be computed on the basis of the actual
         number of days elapsed in such 90-day quarter.  Such Distributions
         shall, from the date of original issue, accrue and be cumulative and
         shall be payable quarterly, when, if, and as declared by the General
         Partner on the dates specified in Section 6.2(b)(ii) below.
         Distributions and Compounded Distributions (as defined below) (if any)
         on the Partnership Preferred Securities shall be cumulative from the
         Closing Date.  Distributions not paid on the scheduled Distribution
         Payment Date will accumulate and compound quarterly at the rate of 8
         1/8% per annum ("Compounded Distributions").  In the event that any
         date on which Distributions are payable on the Partnership Preferred
         Securities is not a Business Day, then payment of the Distribution
         payable on such date will be made on the next succeeding day which is
         a Business Day (and without any interest or other payment in respect
         of any such delay) except that, if such Business Day is in the next
         succeeding calendar year, such payment shall be made on the
         immediately preceding Business Day (without any reduction in interest
         or other amounts in respect of such early payment).

                 (ii)     Distributions on the Partnership Preferred Securities
         will be payable quarterly in arrears if, as and when, declared by the
         General Partner on March 31, June 30, September 30 and December 31 of
         each year, commencing on March 31, 1997 (each a "Distribution Payment
         Date").

                 Distributions will be payable to the Holders as they appear on
         the books and records of the Partnership on the relevant Record Date.
         If the Trust or the Property Trustee is the Holder of the





                                       12
<PAGE>   18
         Partnership Preferred Securities, all distributions of cash shall be
         made by wire transfer of same day funds to such Holder by 10:00 a.m.,
         New York City time, on the applicable Distribution Payment Date.
         Distributions payable on any Partnership Preferred Securities that are
         not punctually paid on any Distribution Payment Date will cease to be
         payable to the Person in whose name such Partnership Preferred
         Securities are registered on the relevant record date, and such
         Distribution will instead be payable to the Person in whose name such
         Partnership Preferred Securities are registered on the record date for
         payment of such defaulted or accrued Distribution.

         (c)     Optional Redemption.  Partnership Preferred Securities shall
be redeemable at the option of the General Partner, in whole or in part, from
time to time, on or after March 31, 2002, upon not less than 30 nor more than
60 days' notice, at an amount per Partnership Preferred Securities equal to $25
plus accrued and unpaid Distributions thereon, including any Compounded
Distributions (the "Redemption Price").  The Partnership may not redeem the
Partnership Preferred Securities in part unless all accumulated and unpaid
Distributions, including any Compounded Distributions, have been paid in full
on all Partnership Preferred Securities for all Fiscal Periods terminating on
or prior to the date of redemption.  If a partial redemption of the Partnership
Preferred Securities would result in the delisting of the Trust Preferred
Securities (or, if the Trust is liquidated in connection with a Trust Special
Event, the delisting of the Partnership Preferred Securities), the Partnership
may only redeem the Partnership Preferred Securities in whole but not in part.

         (d)     Special Event Redemptions.  (i)  If, at any time, a
Partnership Special Event shall occur and be continuing, the General Partner
shall, within 90 days following the occurrence of such Partnership Special
Event, elect to either (i) redeem the Partnership Preferred Securities in whole
(but not in part), upon not less than 30 or more than 60 days' notice at the
Redemption Price, provided that if at the time there is available to the
Partnership the opportunity to eliminate, within such 90-day period, the
Partnership Special Event by taking some ministerial action, such as filing a
form or making an election, or pursuing some other similar reasonable measure
that in the sole judgment of the General Partner has or will cause no adverse
effect on the Partnership, the Trust, or the Company, the General Partner will
pursue such measure in lieu of redemption; or (ii) cause the Partnership
Preferred Securities to remain outstanding, provided that in the case of this
clause (ii), the General Partner shall pay any and all costs and expenses
incurred by or payable by the Partnership which are attributable to the
Partnership Special Event.

         (e)     Redemption Procedures.

                 (i)      Notice of any redemption of Partnership Preferred
         Securities (a "Redemption Notice") will be given by the General
         Partner on behalf of the Partnership by mail to each Holder of
         Partnership Preferred Securities to be redeemed not fewer than 30 nor
         more than 60 days before the date fixed for redemption.  For purposes
         of the calculation of the date of redemption and the dates on which
         notices are given pursuant to this Section 6.2(e)(i), a Redemption
         Notice shall be deemed to be given on the day such notice is first
         mailed, by first-class mail, postage prepaid, to Holders of
         Partnership Preferred Securities.  Each Redemption Notice shall be
         addressed to the Holders of Partnership Preferred Securities at the
         address of each such Holder appearing in the books and records of the
         Partnership.  No defect in the Redemption Notice or in the mailing
         thereof with respect to any Holder shall affect the validity of the
         redemption proceedings with respect to any other Holder.

                 (ii)     In the event that fewer than all the outstanding
         Partnership Preferred Securities are to be redeemed, the Partnership
         Preferred Securities to be redeemed shall be redeemed pro rata
         provided, that, in the event Partnership Preferred Securities are held
         in book-entry only form by DTC or its nominee (or any successor
         Clearing Agency or its nominee), DTC will reduce, in accordance with
         DTC's customary procedures, the amount of the interest of each
         Clearing Agency Participant in the Partnership Preferred Securities to
         be redeemed.

                 (iii)    If the Partnership gives a Redemption Notice (which
         notice will be irrevocable), then by 12:00 noon, New York City time,
         on the redemption date, the General Partner on behalf of the
         Partnership





                                       13
<PAGE>   19
         (A) if the Partnership Preferred Securities are in book-entry only
         form with DTC, will deposit irrevocably with DTC funds sufficient to
         pay the applicable Redemption Price and will give DTC irrevocable
         instructions and authority to pay the Redemption Price in respect of
         the Partnership Preferred Securities held through DTC in global form
         or (B) if the Partnership Preferred Securities are held in
         certificated form, will deposit with the Paying Agent, funds
         sufficient to pay the applicable Redemption Price of the amount of any
         such Partnership Preferred Securities and will give to the Paying
         Agent irrevocable instructions and authority to pay such amounts to
         the Holders of Partnership Preferred Securities, upon surrender of
         their certificates, by check, mailed to the address of the relevant
         Holder appearing on the books and records of the Partnership on the
         redemption date; provided, however, that for so long as the Trust or
         the Property Trustee of the Trust shall hold the Partnership Preferred
         Securities, payment of cash shall be made by wire in same day funds to
         the Holder by 12:00 Noon, New York City time, on the redemption date.
         For these purposes, the applicable Redemption Price shall not include
         Distributions which are being paid to Holders who were Holders on a
         relevant record date.  Upon satisfaction of the foregoing conditions,
         then immediately prior to the close of business on the date of such
         deposit or payment, all rights of Holders of such Partnership
         Preferred Securities so called for redemption will cease, except the
         right of the Holders to receive the Redemption Price, but without
         interest on such Redemption Price, and from and after the date fixed
         for redemption, such Partnership Preferred Securities will not accrue
         distributions or bear interest.

                 In the event that any date fixed for redemption of Partnership
         Preferred Securities is not a Business Day, then payment of the
         Redemption Price payable on such date will be made on the next
         succeeding Business Day (and without any interest in respect of any
         such delay), except that, if such Business Day falls in the next
         calendar year, such payment will be made on the immediately preceding
         Business Day (without any reduction in interest on other amounts in
         respect of any such early payment).  In the event that payment of the
         Redemption Price is improperly withheld or refused and not paid by
         either the Partnership or the Company pursuant to the Partnership
         Guarantee, Distributions on the Partnership Preferred Securities
         called for Redemption will continue to accrue, to the extent that
         payment of such interest is legally available, from the original
         redemption date until the Redemption Price is actually paid.

                 The Partnership shall not be required to register or cause to
         be registered the transfer of any Partnership Preferred Securities
         which have been called for redemption.

         (f)     Company Purchases.  Subject to the provisions of this Section
6.2 and applicable law (including, without limitation, Federal securities
laws), if Partnership Preferred Securities have been distributed to the Holders
(as defined in the Declaration) of Trust Preferred Securities, the Company or
any of its subsidiaries may at any time and from time to time purchase
outstanding Partnership Preferred Securities by tender, in the open market, or
by private agreement.

         (g)     Liquidation Distribution Upon Dissolution.  In the event of
any voluntary or involuntary liquidation, dissolution, winding-up or
termination of the Partnership, the Holders of Partnership Preferred Securities
at the time outstanding will be entitled to receive out of the assets of the
Partnership such amount as is determined in accordance with Section 13.4 (the
"Partnership Liquidation Distribution") payable in cash.

         (h)     Voting Rights.

                 (i)      Special Representative.

                 (1)      If one or more of the following events shall occur
         and be continuing (each a "Partnership Enforcement Event"):  (i)
         arrearages on distributions on the Partnership Preferred Securities
         shall exist for six consecutive quarterly distribution periods, (ii)
         the Company is in default on any of its obligations under the
         Partnership Guarantee or (iii) an Investment Event of Default on any
         Affiliate Investment Instrument or a default under any Investment
         Guarantee, as the case may be, the Holders of the Partnership
         Preferred Securities, upon the affirmative vote of at least a Majority
         in Liquidation Preference of the Partnership Preferred Securities,
         shall have the right, to the exclusion of the General Partner,  (a) to





                                       14
<PAGE>   20
         appoint and authorize a special representative of the Partnership and
         the Limited Partners (a "Special Representative") to enforce (1) to
         the maximum extent permitted by applicable law, the Partnership's
         creditors' rights and other rights with respect to the Affiliate
         Investment Instruments and the Investment Guarantees, (2) the rights
         of the Holders of the Partnership Preferred Securities under the
         Partnership Guarantee, and (3) the rights of the Holders of the
         Partnership Preferred Securities to receive Distributions (only if,
         and to the extent, declared by the General Partner, in its sole
         discretion, out of funds legally available therefor) on the
         Partnership Preferred Securities, and (b) under the Partnership
         Guarantee to enforce the terms of the Partnership Guarantee, including
         the right to enforce the covenant restricting certain payments.  Under
         no circumstances, however, shall the Special Representative have
         authority to cause the General Partner to declare Distributions on the
         Partnership Preferred Securities or have any authority concerning the
         selection of Partnership Investments.  When the Special Representative
         acts to enforce the Partnership's creditors' rights and other rights
         with respect to the Affiliate Investment Instruments and the
         Investment Guarantees, the Special Representative acts as an agent of
         the Partnership.  When the Special Representative acts to enforce the
         rights of the Holders of the Partnership Preferred Securities under
         the Partnership Guarantee or their rights to receive Distributions on
         the Partnership Preferred Securities, the Special Representative acts
         as an agent of the Holders of the Partnership Preferred Securities.
         In addition, the Special Representative shall not, by virtue of acting
         in such capacity, be admitted as a general or limited partner in the
         Partnership or otherwise be deemed to be a general or limited partner
         in the Partnership and shall have no liability for the debts,
         obligations, or liabilities of the Partnership.

                 (2)      In furtherance of the foregoing, and without limiting
         the powers of any Special Representative so appointed and to avoid any
         doubt concerning the powers of the Special Representative, any Special
         Representative, in its own name, in the name of the Partnership,  in
         the name of the Limited Partners, or otherwise, may institute, or
         cause to be instituted, a proceeding, including, without limitation,
         any suit in equity, an action at law or other judicial or
         administrative proceeding, to enforce on behalf of the Partnership the
         Partnership's rights directly against the Company or any other obligor
         in connection with its obligations to the Partnership, and may
         prosecute such proceeding to judgment or final decree, and enforce the
         same against the Company or any other obligor in connection with such
         obligations and collect, out of the property, wherever situated, of
         the Company or any such other obligor upon such obligations, the
         monies adjudged or decreed to be payable in the manner provided by
         law.  The General Partner agrees to execute and deliver such documents
         as may be necessary, appropriate or convenient for the Special
         Representative to enforce the foregoing rights and obligations on
         behalf and in the name of the Partnership.

                 (3)      If the Special Representative fails to enforce its
         rights under any Affiliate Investment Instrument after a holder of
         Partnership Preferred Securities has made a written request, such
         holder of record of Partnership Preferred Securities may to the
         fullest extent permitted by law directly institute a legal proceeding
         against the applicable Investment Affiliate to enforce the rights of
         the Special Representative and the Partnership under the Affiliate
         Investment Instrument without first instituting any legal proceeding
         against the Special Representative, the Partnership or any other
         person or entity.  In any event, if a Partnership Enforcement Event
         has occurred and is continuing and such event is attributable to the
         failure of an Investment Affiliate to make any required payment when
         due on any Affiliate Investment Instrument, then a holder of
         Partnership Preferred Securities may to the fullest extent permitted
         by law on behalf of the Partnership directly institute a proceeding
         against such Investment Affiliate with respect to such Affiliate
         Investment Instrument for enforcement of payment.  In addition, the
         Partnership acknowledges that, for so long as the Trust holds any
         Partnership Preferred Securities, if the Special Representative fails
         to enforce its rights on behalf of the Partnership under the Affiliate
         Investment Instruments after a holder of Trust Securities has made a
         written request, a holder of record of Trust Securities may to the
         fullest extent permitted by law on behalf of the Partnership directly
         institute a legal proceeding against the Investment Affiliates under
         the Affiliate Investment Instruments, without first instituting any
         legal proceeding against the Property Trustee, the Trust, the Special
         Representative or the Partnership.  In any event, for so long as the
         Trust is the holder of any Partnership Preferred Securities,





                                       15
<PAGE>   21
         if a Trust Enforcement Event has occurred and is continuing and such
         event is attributable to the failure of an Investment Affiliate to
         make any required payment when due on any Affiliate Investment
         Instrument or the failure of the Company to make any required payment
         when due on any Investment Guarantee, then the Partnership
         acknowledges that a holder of Trust Securities may to the fullest
         extent permitted by law on behalf of the Partnership directly
         institute a proceeding against such Investment Affiliate with respect
         to such Affiliate Investment Instrument or against the Company with
         respect to any such Investment Guarantee, in each case for enforcement
         of payment.  Under no circumstances shall the Special Representative,
         any holder of Partnership Preferred Securities or any holder of Trust
         Preferred Securities have authority to cause the General Partner to
         declare distributions on the Partnership Preferred Securities.


                 (4)      For purposes of determining whether the Partnership
         has deferred payment of Distributions for six (6) consecutive
         quarters, Distributions shall be deemed to remain in arrears,
         notwithstanding any payments in respect thereof, until full cumulative
         Distributions, including Compounded Distributions, have been or
         contemporaneously are paid with respect to all quarterly Distribution
         periods terminating on or prior to the date of payment of such full
         cumulative Distributions.  Not later than 30 days after such right to
         appoint a Special Representative arises, the General Partner will
         convene a meeting for election of a Special Representative.  If the
         General Partner fails to convene such meeting within such 30-day
         period, the Holders of not less than 10% in Liquidation Preference of
         the Outstanding Partnership Preferred Securities will be entitled to
         convene such meeting.  The provisions of Section 14.3 relating to the
         convening and conduct of meetings of the Partners will apply with
         respect to any such meeting.  In the event that, at any such meeting,
         Holders of less than a Majority in Liquidation Preference of
         Partnership Preferred Securities entitled to vote for the appointment
         of a Special Representative vote for such appointment, no Special
         Representative shall be appointed.  Any Special Representative
         appointed shall cease to be a Special Representative of the
         Partnership and/or the Limited Partners if (x) the Partnership (or the
         Company pursuant to the Partnership Guarantee) shall have paid in full
         all accrued and unpaid Distributions on the Partnership Preferred
         Securities, (y) the relevant Investment Event of Default shall have
         been cured, and (z) the Company is in compliance with all its
         obligations under the Partnership Guarantee, and the Company, in its
         capacity as the General Partner, shall continue the activities of the
         Partnership without dissolution.  Notwithstanding the appointment of
         any such Special Representative, the Company shall continue as General
         Partner and shall retain all rights under this Agreement, including
         the right to determine whether to declare, in its sole discretion, the
         payment of Distributions on the Partnership Preferred Securities.

                 (ii)     Certain Amendments; Waiver.  (1)  If any proposed
         amendment of this Agreement provides for, or the General Partner
         otherwise proposes to effect, (x) any action that would adversely
         affect the powers, preferences or special rights of the Holders of the
         Partnership Preferred Securities, whether by way of amendment of this
         Agreement or otherwise (including, without limitation, the
         authorization or issuance of any limited partnership interests in the
         Partnership ranking, as to participation in profits or distributions,
         or in the assets of the Partnership, senior to the Partnership
         Preferred Securities); or (y) the dissolution, winding-up or
         termination of the Partnership, other than (1) in connection with the
         occurrence of a Partnership Special Event or (2) as described under
         Sections 11.11 and 13.2 of this Agreement, then the Holders of
         outstanding Partnership Preferred Securities will be entitled to vote
         on such amendment or proposal of the General Partner (but not on any
         other amendment or proposal) as a class and such amendment or proposal
         shall not be effective except with the approval of Holders of a
         Majority in Liquidation Preference of such outstanding Partnership
         Preferred Securities having a right to vote on the matter; provided,
         however, that if the Property Trustee on behalf of the Trust is the
         Holder of the Partnership Preferred Securities, any such amendment or
         proposal not excepted by (1) or (2) above shall not be effective
         without the prior or concurrent approval of the Holders of a majority
         in liquidation amount of the outstanding Trust Preferred Securities
         having a right to vote on such matters; provided, further that no such
         approval shall be required if the dissolution, winding-up or
         termination of the Partnership is proposed or initiated upon the
         initiation of proceedings, or after proceedings have been initiated,
         for the dissolution, winding-up, liquidation or termination of the
         Company.





                                       16
<PAGE>   22
                          (2)     The Holders of a Majority in Liquidation
                 Preference of Partnership Preferred Securities may, by vote,
                 on behalf of the Holders of all of the Partnership Preferred
                 Securities, waive any past Partnership Enforcement Event with
                 respect to the Partnership Preferred Securities and its
                 consequences; provided that, if the underlying Investment
                 Event of Default:

                 (A)      is not waivable under the related Affiliate
                          Investment Instrument, such Partnership Enforcement
                          Event shall also not be waivable; or

                 (B)      requires the consent or vote of the Holders of
                          greater than a majority in principal amount or
                          liquidation preference of the Affiliate Investment
                          Instruments (a "Super Majority") to be waived under
                          the related Affiliate Investment Instrument, the
                          Partnership Enforcement Event may only be waived by
                          the vote of the Holders of the relevant Super
                          Majority in liquidation amount of the Partnership
                          Preferred Securities.

                 Upon such waiver, any such Partnership Enforcement Event shall
                 cease to exist, and shall be deemed to have been cured, for
                 every purpose of this Agreement, but no such waiver shall
                 extend to any subsequent or other Partnership Enforcement
                 Event or impair any right consequent thereon.

                          (3)     A waiver of an Investment Event of Default by
                 the Special Representative, acting at the direction of the
                 Holders of the Partnership Preferred Securities, constitutes a
                 waiver of the corresponding Partnership Enforcement Event.

                 (iii)    General Voting.  (1)  Neither the General Partner nor
         the Special Representative shall (i) direct the time, method and place
         of conducting any proceeding for any remedy available, (ii) waive any
         Investment Event of Default that is waivable under the Affiliate
         Investment Instruments, (iii) exercise any right to rescind or annul a
         declaration that the principal of any Affiliate Investment Instruments
         that are debt instruments shall be due and payable, (iv) waive the
         breach of the covenant by the Company in the Partnership Guarantee to
         restrict certain payments, or (v) consent to any amendment,
         modification or termination of any Affiliate Investment Instrument,
         where such consent shall be required from the holder thereof, without,
         in each case, obtaining the prior approval of the Holders of at least
         a Majority in Liquidation Preference of the Partnership Preferred
         Securities; provided, however, that if the Property Trustee on behalf
         of the Trust is the Holder of the Partnership Preferred Securities,
         such waiver, consent or amendment or other action shall not be
         effective without the prior or concurrent approval of at least a
         majority in liquidation amount of the outstanding Trust Preferred
         Securities having a right to vote on such matters.  The General
         Partner shall not revoke any action previously authorized or approved
         by a vote of the Holders of the Partnership Preferred Securities.  The
         General Partner shall notify all Holders of the Partnership Preferred
         Securities of any notice of an Investment Event of Default received
         with respect to any Affiliate Investment Instrument.

                 (2)      Any required approval of Holders of Partnership
         Preferred Securities may be given at a separate meeting of such
         Holders convened for such purpose or pursuant to written consent.  The
         General Partner will cause a notice of any meeting at which Holders of
         Partnership Preferred Securities are entitled to vote, or of any
         matter upon which the action by written consent of such Holders is to
         be taken, to be mailed to each Holder of record of Partnership
         Preferred Securities.  Each such notice will include a statement
         setting forth (x) the date of such meeting or the date by which such
         action is to be taken, (y) a description of any matter proposed for
         adoption at such meeting on which such Holders are entitled to vote or
         of such matters upon which written consent is sought and (z)
         instructions for the delivery of proxies or consents.  No vote or
         consent of the Holders of Partnership Preferred Securities will be
         required for the Partnership to redeem and cancel Partnership
         Preferred Securities in accordance with this Agreement.





                                       17
<PAGE>   23
                 (3)      Notwithstanding that Holders of Partnership Preferred
         Securities are entitled to vote or consent under any of the
         circumstances described above, any of the Partnership Preferred
         Securities at such time that are owned by the Company or by any entity
         more than 50% of which is owned by the Company, either directly or
         indirectly, shall not be entitled to vote or consent and shall, for
         purposes of such vote or consent, be treated as if they were not
         outstanding; provided, however, that persons otherwise eligible to
         vote to whom the Company or any of its subsidiaries have pledged
         Partnership Preferred Securities may vote or consent with respect to
         such pledged Partnership Preferred Securities under any of the
         circumstances described herein.

                 (4)      Holders of the Partnership Preferred Securities shall
         have no rights to remove or replace the General Partner.

                 (5)      Holders of Partnership Preferred Securities shall
         have no preemptive rights.


                                  ARTICLE VII

                            PARTNERSHIP INVESTMENTS

         Section 7.1      INITIAL AFFILIATE INVESTMENT INSTRUMENTS.

         (a)     All Partnership funds will be invested in the securities of
Investment Affiliates (the "Affiliate Investment Instruments") and Eligible
Debt Securities.  No more than 99% of the Initial Partnership Proceeds will be
used by the Partnership to purchase the Initial Debentures meeting the criteria
set forth in this Section 7.1.  The remaining funds from the Initial
Partnership Proceeds will be used to purchase Eligible Debt Securities in
accordance with the terms of this Agreement.

         (b)     The Partnership shall apply approximately 99% of the Initial
Partnership Proceeds to purchase (1) a debt instrument of the Company (the
"Initial Company Debenture") in the aggregate principal amount of approximately
$136,450,000 and (2) debt instruments of two wholly owned United States
subsidiaries of the Company totaling approximately $43,672,000 (such debt
instruments collectively referred to as the "Initial Affiliate Debentures").
The Initial Company Debenture and the Initial Affiliate Debentures are
collectively referred to as the "Initial Debentures." The Partnership may
purchase the Initial Debentures only upon receipt of an opinion of the
Independent Financial Advisor to the effect that (i) if such Initial Debentures
were to be rated, at least one Rating Agency would rate all the Initial
Debentures investment grade at the time such Initial Debentures are purchased
by the Partnership, (ii) the Company and each Investment Affiliate which is a
subsidiary of the Company would have been capable of issuing and selling debt
instruments with the same terms and conditions as the applicable Initial
Debentures to unrelated third party investors, (iii) the terms and conditions
of the Initial Debentures taken as a whole are no more favorable to the
relevant Investment Affiliate than could have been obtained by such Investment
Affiliate from unrelated third party investors pursuant to a public offering or
a private placement pursuant to Rule 144A under the Securities Act of 1933 of
such Initial Debentures.  On the Closing Date, the Partnership shall invest at
least 1% of such Initial Partnership Proceeds in Eligible Debt Securities.  The
terms of the Initial Debentures will be as set forth in the Indentures attached
hereto as Exhibits A and B.

         Section 7.2      REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP.

         (a)     The Partnership must at all times invest an amount equal to at
least 1% of the Initial Partnership Proceeds in Eligible Debt Securities.

         (b)     The Partnership may reinvest any payments it receives in
respect of its investments in (i) Eligible Debt Securities without limitation
or (ii) additional Affiliate Investment Instruments but only upon (A) the
acceptance of a written offer setting forth the terms and conditions on which
an Investment Affiliate would be willing to issue an Affiliate Investment
Instrument to the Partnership (an "Investment Offer") and (B) the receipt





                                       18
<PAGE>   24
of an opinion of the Independent Financial Advisor that the terms of such
Affiliate Investment Instrument set forth in such Investment Offer satisfy the
Reinvestment Criteria (as defined below).

         (c)     If the Independent Financial Advisor determines that the terms
of an Affiliate Investment Instrument (as set forth in the Investment Offer) do
not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from
making any investment in such Affiliate Investment Instrument.

         (d)     Each Affiliate Investment Instrument shall satisfy the
following criteria (the "Reinvestment Criteria"): (i) the economic terms of
each Affiliate Investment Instrument shall be no less favorable to the
Partnership than terms that would otherwise be obtainable through a public
offering or private placement under Rule 144A of the Securities Act of 1933 of
securities by the requesting Investment Affiliate and the other terms and
conditions of each Affiliate Reinvestment Instrument are substantially similar
to the terms and conditions of similar securities that are offered to the
public in a public offering or private placement under Rule 144A of the
Securities Act of 1933 of such securities; (ii) the Partnership shall not have
held any Affiliate Investment Instruments of the Investment Affiliate
submitting the Investment Offer within the three-year period ending on the date
of the Investment Offer; (iii) there shall not have been a default on any debt
obligation of the Investment Affiliate submitting the Investment Offer that was
owned by the Partnership; (iv) no dividend arrearages shall have existed on any
equity security of the Investment Affiliate submitting the Investment Offer
that was owned by the Partnership; and (v) the Investment Affiliate submitting
the Investment Offer shall not be deemed to be an investment company by reason
of Section 3(a) or 3(b) of the 1940 Act.

         (e)     Any payments received by the Partnership in respect of its
investments that are not invested in additional Affiliate Investment
Instruments, may be reinvested only in Eligible Debt Securities (subject to
restrictions of applicable law, including the 1940 Act).

         Section 7.3      ASSUMPTION OF OBLIGATIONS AND RELEASE OF INVESTMENT
AFFILIATE.

          The General Partner, on behalf of the Partnership, may without the
approval of the Holders of Partnership Preferred Securities,  release any
Investment Affiliate other than the Company (a "Released Investment Affiliate")
from its obligations under an Affiliate Investment Instrument but only upon (A)
the receipt of a written instrument of assumption evidencing the assumption by
another Investment Affiliate (an "Assuming Investment Affiliate") of all
obligations of the Released Investment Affiliate under such Affiliate
Investment Instrument, (B) the receipt of a written instrument of the Company
evidencing its agreement that its Investment Guarantee will continue to be
applicable to such Affiliate Investment Instrument following the assumption and
release and (C) the receipt of an opinion of the Independent Financial Advisor
that the terms of such Affiliate Investment Instrument would satisfy the
Reinvestment Criteria if such Affiliate Investment Instrument were entered into
de novo by the Assuming Investment Affiliate on the date of such assumption.


                                  ARTICLE VIII

                     BOOKS OF ACCOUNT, RECORDS AND REPORTS

         Section 8.1      BOOKS AND RECORDS.

         (a)     Proper and complete records and books of account of the
Partnership shall be kept by the General Partner, in which shall be entered
fully and accurately all transactions and other matters relative to the
Partnership's investments.  The books and records of the Partnership, together
with a certified copy of this Agreement and of the Certificate, shall at all
times be maintained at the principal office of the General Partner and shall be
open to the inspection and examination of the Partners or their duly authorized
representatives for any proper purpose reasonably related to its Interest
during reasonable business hours.





                                       19
<PAGE>   25
         (b)     Notwithstanding any other provision of this Agreement to the
contrary, the General Partner may, to the maximum extent permitted by
applicable law, keep confidential from the Partners any information with
respect to the Partnership, the disclosure of which the General Partner
reasonably believes is not in the best interests of the Partnership, or is
adverse to the interests of the Partnership, or which the Partnership or the
General Partner is required by law or by an agreement with any Person to keep
confidential.

         (c)     (i) For so long as the Partnership Preferred Securities are
held by the Property Trustee on behalf of the Trust, within one month after the
close of each Fiscal Year, the General Partner shall transmit to each Partner a
statement indicating such Partner's share of each item of Partnership income,
gain, loss, deduction or credit, for United States federal income tax purposes,
for such Fiscal Year.

                 (ii)     In the event that the Partnership Preferred
         Securities are no longer held by the Property Trustee on behalf of the
         Trust, as soon as reasonably possible after the close of the Fiscal
         Year, the General Partner shall transmit to each Partner the statement
         referred to in Section 8.1(c)(i) hereof.

         Section 8.2      ACCOUNTING METHOD.  For both financial and tax
reporting purposes, the books and records of the Partnership shall be kept on
the accrual method of accounting applied on a consistent basis and shall
reflect all Partnership transactions.

         Section 8.3      ANNUAL AUDIT.  As soon as practical after the end of
each Fiscal Year, but not later than 90 days after such end, the financial
statements of the Partnership shall be audited by a firm of independent
certified public accountants selected by the General Partner in accordance with
applicable law.  The cost of such audits will be an expense of the Partnership
and shall be paid by the General Partner.


                                   ARTICLE IX

                              PAYMENT OF EXPENSES

         Section 9.1      PAYMENT OF TRUST EXPENSES AND PARTNERSHIP TAXES.
Since the Trust is being formed solely to facilitate a direct investment in the
Partnership Preferred Securities, the General Partner on behalf of the
Partnership hereby agrees, at any time while the Property Trustee is the Holder
of any Partnership Preferred Securities, to pay all the expenses of the Trust,
including, but not limited to, any taxes, duties, assessments or governmental
charges of whatever nature (other than withholding taxes) imposed on the Trust
by the United States, or any other taxing authority, so that the net amounts
received and retained by the Trust and the Property Trustee after paying such
expenses will be equal to the amounts the Trust and the Property Trustee would
have received had no such costs or expenses been incurred by or imposed on the
Trust.  The General Partner shall be liable for, and shall pay all such
expenses on behalf of the Partnership solely out of its own funds.  In
addition, if the Partnership is required to pay any taxes, duties, assessments
or governmental charges of whatever nature (other than withholding taxes)
imposed by the United States, or any other taxing authority, then, in any case,
the General Partner will pay such taxes, duties, assessments or other
governmental charges on behalf of the Partnership out of its own funds.

         Section 9.2      PAYMENT OF OTHER PARTNERSHIP EXPENSES.  In connection
with the offering, sale and issuance of the Partnership Preferred Securities by
the Partnership, the General Partner shall:

         (a)     pay all costs and expenses of the Partnership (including, but
not limited to, costs and expenses relating to the organization of the
Partnership, the offering, sale and issuance of the Partnership Preferred
Securities (including commissions to the underwriters in connection therewith)
the fees and expenses of the Special Representatives (if any), and the costs
and expenses relating to the operation of the Partnership, including, without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses; and





                                       20
<PAGE>   26
         (b)     be primarily and fully liable for any indemnification
obligations arising with respect to this Agreement.


                                   ARTICLE X

                           POWERS, RIGHTS AND DUTIES
                            OF THE LIMITED PARTNERS

         Section 10.1     LIMITATIONS.  The Limited Partners shall not
participate in the management or control of the Partnership's investment
activity, property or other assets, nor shall the Limited Partners engage in
any activities for the Partnership, nor shall the Limited Partners have the
power to act for or bind the Partnership, such powers being vested solely and
exclusively in the General Partner (and, upon appointment, and to the extent
set forth herein, the Special Representative).  The Limited Partners shall have
such rights as are set forth herein and in the Partnership Guarantee.  The
Limited Partners shall have no interest in the properties or assets of the
General Partner, or any equity therein, or in any proceeds of any sales thereof
(which sales shall not be restricted in any respect), by virtue of acquiring or
owning an Interest in the Partnership.

         Section 10.2     LIABILITY.  Subject to the provisions of the Act, no
Limited Partner shall be liable for the repayment, satisfaction or discharge of
any debts or other obligations of the Partnership in excess of the Capital
Account balance of such Limited Partner.

         Section 10.3     PRIORITY.  No Limited Partner shall have priority
over any other Limited Partner as to Partnership allocations or distributions.


                                   ARTICLE XI

                           POWERS, RIGHTS AND DUTIES
                             OF THE GENERAL PARTNER

         Section 11.1     AUTHORITY.  Subject to the provisions of Section
6.2(h)(i) with respect to the Special Representative, the General Partner shall
have exclusive and complete authority and discretion to manage the operations
and affairs of the Partnership and to make all decisions regarding the
investment activity of the Partnership.  Any action taken by the General
Partner shall constitute the act of and serve to bind the Partnership.  In
dealing with the General Partner acting on behalf of the Partnership no Person
shall be required to inquire into the authority of the General Partner to bind
the Partnership.  Persons dealing with the Partnership are entitled to rely
conclusively on the power and authority of the General Partner as set forth in
this Agreement.

         Section 11.2     POWERS AND DUTIES OF GENERAL PARTNER.  Subject to the
provisions of Section 6.2(h)(i) with respect to the Special Representative, the
General Partner shall have all rights and powers of a general partner under the
Act, and shall have all authority, rights and powers in the management of the
Partnership's investment activity to do any and all other acts and things
necessary, proper, convenient or advisable to effectuate the purposes of this
Agreement, including by way of illustration but not by way of limitation, the
following:

         (a)     to secure the necessary goods and services required in
performing the General Partner's duties for the Partnership;

         (b)     to exercise all powers of the Partnership, on behalf of the
Partnership, in connection with enforcing the Partnership's rights under the
Affiliate Investment Instruments and the Partnership Guarantee;





                                       21
<PAGE>   27
         (c)     to issue Partnership Preferred Securities and to admit Limited
Partners in connection therewith in accordance with this Agreement;

         (d)     to act as registrar and transfer agent for the Partnership
Preferred Securities or designate an entity to act as registrar and transfer
agent;

         (e)     to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including with
respect to Distributions and voting rights and to make determinations as to the
payment of Distributions, and make or cause to be made all other required
payments to Holders of the Partnership Preferred Securities and to the General
Partner;

         (f)     to open, maintain and close bank accounts and to draw checks
and other orders for the payment of money;

         (g)     to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Partnership;

         (h)     to deposit, withdraw, invest, pay, retain and distribute the
Partnership's funds in a manner consistent with the provisions of this
Agreement;

         (i)     to take all action that may be necessary or appropriate for
the preservation and the continuation of the Partnership's valid existence,
rights, franchises and privileges as a limited partnership under the laws of
the State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Limited Partners or to enable
the Partnership to invest in the Affiliate Investment Instruments and Eligible
Debt Securities;

         (j)     to take all action not inconsistent with applicable law, the
Certificate or this Agreement, that the General Partner or, upon appointment
pursuant to Section 6.2(h)(i), the Special Representative, determines in its
sole discretion to be necessary or desirable to ensure, as long as such action
does not adversely affect the interests of the Partnership Preferred Security
Holders, or cause (i) the Partnership to be deemed to be an "investment
company" required to be registered under the 1940 Act, (ii) any Initial
Debenture (or any subsequent Affiliate Investment Instrument that is intended
to be classified as debt) to not be treated as indebtedness for United States
federal income tax purposes, or (iii) the Partnership to be treated as an
association or as a publicly traded partnership taxable as a corporation;

         (k)     to cause the Partnership to enter into and perform the
Purchase Agreement and to purchase Eligible Debt Securities and Affiliate
Investment Instruments, as the case may be, without any further act, vote or
approval of any Partner; and

         (l)     to execute and deliver any and all documents or instruments,
perform all duties and powers and do all things for and on behalf of the
Partnership in all matters necessary or desirable or incidental to the
foregoing.

         Section 11.3     OBLIGATIONS AND EXPENSES PAYABLE BY GENERAL PARTNER.

         (a)     The General Partner hereby assumes and shall be liable for the
debts, obligations and liabilities of the Partnership, including, but not
limited to, any liabilities arising under the Securities Act or the Exchange
Act and all costs and expenses relating to the investment by the Partnership in
any Affiliate Investment Instruments (but not any losses related to any
non-payment with respect to such investments), and agrees to pay on behalf of
the Partnership and solely out of its own funds to each Person to whom the
Partnership is now or hereafter becomes indebted or liable (the
"Beneficiaries"), whether such indebtedness, obligations or liabilities arise
in contract, tort or otherwise (excluding payment obligations of the Company to
Holders of the Partnership Preferred Securities in such Holders' capacities as
Holders of such Partnership Preferred Securities, such obligations being
separately guaranteed under the Partnership Guarantee), the full payment of
such indebtedness and any and all liabilities,





                                       22
<PAGE>   28
when and as due.  This Agreement is intended to be for the benefit of and to be
enforceable by all such Beneficiaries whether or not such Beneficiaries have
received notice hereof.

         (b)     The General Partner agrees to pay on behalf of the Partnership
and solely out of its own funds and be responsible for:

                 (i)      all costs and expenses of the Partnership including,
         but not limited to, costs and expenses relating to the organization of
         the Partnership, the offering, sale and issuance of Partnership
         Preferred Securities, the costs and expenses relating to the operation
         of the Partnership (including without limitation, costs and expenses
         of accountants, attorneys, statistical or bookkeeping services,
         expenses for printing and engraving and computing or accounting
         equipment, paying agent(s), registrar(s), transfer agents,
         duplicating, travel and telephone and other telecommunications
         expenses) and costs and expenses incurred in connection with the
         acquisition, financing, and disposition of the Partnership's assets;
         and

                 (ii)     any and all taxes (other than federal, state and
         local withholding taxes) and all liabilities, costs and expenses with
         respect to such taxes of the Partnership.

         Section 11.4     LIABILITY.  Except as expressly set forth in this
Agreement or in the Guarantee Agreements, (a) the General Partner shall not be
personally liable for the return of any portion of the capital contributions
(or any return thereon) of the Limited Partners; (b) the return of such capital
contributions (or any return thereon) shall be made solely from assets of the
Partnership; and (c) the General Partner shall not be required to pay to the
Partnership or to any Limited Partner any deficit in any Limited Partner's
Capital Account upon dissolution, winding-up or otherwise.  Other than as
expressly provided in this Agreement or under the Act, no Limited Partner shall
have the right to demand or receive property other than cash for its respective
Interest in the Partnership.  The General Partner shall be liable to an
unlimited extent for the debts and other obligations of the Partnership.

         Section 11.5     OUTSIDE ACTIVITIES.  Any Partner or Affiliate thereof
may engage in or possess an interest in other ventures of any nature or
description, independently or with others, similar or dissimilar to the
activities of the Partnership, and the Partnership and the Partners shall have
no rights by virtue of this Agreement in and to such independent ventures or
the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the activities of the Partnership, shall not be deemed
wrongful or improper.  No Partner or Affiliate thereof shall be obligated to
present any particular investment opportunity to the Partnership even if such
opportunity is of a character that, if presented to the Partnership, could be
taken by the Partnership, and any Partner or Affiliate thereof shall have the
right to take for its own account (individually or as a partner or fiduciary)
or to recommend to others any such particular investment opportunity.

         Section 11.6     LIMITS ON GENERAL PARTNER'S POWERS.  Anything in this
Agreement to the contrary notwithstanding, the General Partner shall not cause
or permit the Partnership to:

                 (i)      acquire any assets other than as expressly provided
         herein;

                 (ii)     do any act which would make it impractical or
         impossible to carry on the ordinary activity of the Partnership as set
         forth in Section 2.3;

                 (iii)    possess Partnership property for other than a
         Partnership purpose;

                 (iv)     admit a Person as a Partner, except as expressly
         provided in this Agreement;

                 (v)      make any advances of funds to the General Partner or
         its Affiliates, other than such as represented by the Affiliate
         Investment Instruments;

                 (vi)     perform any act that would subject any Limited
         Partner to liability as a general partner in any jurisdiction;





                                       23
<PAGE>   29
                 (vii)    engage in any activity that is not consistent with
         the purposes of the Partnership, as set forth in Section 2.3;

                 (viii)   without the written consent of the Holders of 66-2/3%
         in Liquidation Preference of the Partnership Preferred Securities,
         have an order for relief entered with respect to the Partnership or
         commence a voluntary case under any applicable bankruptcy, insolvency
         or other similar law now or hereafter in effect, or consent to the
         entry of an order for relief in an involuntary case under any such
         law, or consent to the appointment of or taking possession by a
         receiver, trustee or other custodian for all or a substantial part of
         the Partnership's property, or make any assignment for the benefit of
         creditors of the Partnership; or

                 (ix)     borrow money or become liable for the borrowings of
         any third party or to engage in any financial or other trade or
         business.

         Section 11.7     EXCULPATION.

         (a)     No Partnership Indemnified Person shall be liable, responsible
or accountable in damages or otherwise to the Partnership or any Partnership
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Partnership Indemnified Person in good
faith on behalf of the Partnership and in a manner such Partnership Indemnified
Person reasonably believed to be within the scope of the authority conferred on
such Partnership Indemnified Person by this Agreement or by law, except that a
Partnership Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Partnership Indemnified Person's gross
negligence or willful misconduct with respect to such acts or omissions.

         (b)     A Partnership Indemnified Person shall be fully protected in
relying in good faith upon the records of the Partnership and upon such
information, opinions, reports or statements presented to the Partnership by
any Person as to matters the Partnership Indemnified Person reasonably believes
are within such other Person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Partnership,
including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which distributions to
Partners might properly be paid.

         Section 11.8     FIDUCIARY DUTY.

         (a)     To the extent that, at law or in equity, a Partnership
Indemnified Person has duties (including fiduciary duties) and liabilities
relating thereto to the Partnership or to any other Partnership Covered Person,
a Partnership Indemnified Person acting under this Agreement shall not be
liable to the Partnership or to any other Partnership Covered Person for its
good faith reliance on the provisions of this Agreement.  The provisions of
this Agreement, to the extent that they restrict the duties and liabilities of
a Partnership Indemnified Person otherwise existing at law or in equity, are
agreed by the parties hereto to replace such other duties and liabilities of
such Partnership Indemnified Person.

         (b)     Unless otherwise expressly provided herein, (i) whenever a
conflict of interest exists or arises between Partnership Covered Persons, or
(ii) whether this Agreement or any other agreement contemplated herein or
therein provides that a Partnership Indemnified Person shall act in a manner
that is, or provides terms that are, fair and reasonable to the Partnership or
any Partner, the Partnership Indemnified Person shall resolve such conflict of
interest, take such action or provide such terms, considering in each case the
relative interest of each party (including its own interest) to such conflict,
agreement, transaction or situation and the benefits and burdens relating to
such interests, any customary or accepted industry practices, and any
applicable generally accepted accounting practices or principles.  In the
absence of bad faith by the Partnership Indemnified Person, the resolution,
action or term so made, taken or provided by the Partnership Indemnified Person
shall not constitute a breach of this Agreement or any other agreement
contemplated herein or of any duty or obligation of the Partnership Indemnified
Person at law or in equity or otherwise.





                                       24
<PAGE>   30
         (c)     Whenever in this Agreement a Partnership Indemnified Person is
permitted or required to make a decision (i) in its "discretion" or under a
grant of similar authority, the Partnership Indemnified Person shall be
entitled to consider such interests and factors as it desires, including its
own interest, and shall have no duty or obligation to give any consideration to
any interest of or factors affecting the Partnership or any other Person, or
(ii) in its "good faith" or under another express standard, the Partnership
Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Agreement or by
applicable law.

         Section 11.9     INDEMNIFICATION.

         (a)     To the fullest extent permitted by applicable law, the
Partnership shall indemnify and hold harmless each Partnership Indemnified
Person from and against any loss, damage or claim incurred by such Partnership
Indemnified Person by reason of any act or omission performed or omitted by
such Partnership Indemnified Person in good faith on behalf of the Partnership
and in a manner such Partnership Indemnified Person reasonably believed to be
within the scope of authority conferred on such Partnership Indemnified Person
by this Agreement, except that no Partnership Indemnified Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such Partnership Indemnified Person by reason of gross negligence or willful
misconduct with respect to such acts or omissions; provided, however, that any
indemnity under this Section 11.9 shall be provided out of and to the extent of
Partnership assets only, and no Partnership Covered Person shall have any
personal liability on account thereof.

         (b)     To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by a Partnership Indemnified Person in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Partnership prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Partnership of an
undertaking by or on behalf of the Partnership Indemnified Person to repay such
amount if it shall be determined that the Partnership Indemnified Person is not
entitled to be indemnified as authorized in Section 11.9(a).

         Section 11.10    TAX MATTERS

         (a)     For purposes of section 6231(a)(7) of the Code, the "Tax
Matters Partner" shall be the Company as long as it remains the general partner
of the Partnership.  The Tax Matters Partner shall keep the Limited Partners
fully informed of any inquiry, examination or proceeding.

         (b)     Neither the Partnership, nor the Tax Matters Partner on behalf
of the Partnership, shall make an election under section 754 of the Code.

         (c)     The General Partner and the Partnership Preferred Security
Holders acknowledge that they intend, for United States federal income tax
purposes, that the Partnership shall be treated as a "partnership" (other than
a publicly traded partnership taxable as a corporation) and that the General
Partner and the Partnership Preferred Security Holders shall be treated as
"partners" of the Partnership.

         (d)     The General Partner shall retain, at the expense of the
Partnership and at its sole discretion, a nationally recognized firm of
certified public accountants which shall prepare all United States federal,
state, local or other tax and information returns of the Partnership, as
required by law, and the Schedule K-1's or any successor or similar forms or
schedules.

         Section 11.11    CONSOLIDATION, MERGER OR SALE OF ASSETS.  The
Partnership may not consolidate, amalgamate, merge with or into, or be replaced
by, or convey, transfer or lease its properties and assets substantially as an
entirety to, any corporation or other body, except as permitted pursuant to
this Section 11.11.  The Partnership may, without the consent of the Holders of
the Partnership Preferred Securities, consolidate, amalgamate, merge with or
into, or be replaced by a limited partnership, limited liability company or
trust organized as such under the laws of any state of the United States of
America, provided that (i) such successor





                                       25
<PAGE>   31
entity either (x) expressly assumes all of the obligations of the Partnership
under the Partnership Preferred Securities or (y) substitutes for the
Partnership Preferred Securities other securities having substantially the same
terms as the Partnership Preferred Securities (the "Partnership Successor
Securities") so long as the Partnership Successor Securities are not junior to
any other equity securities of the successor entity, with respect to
participation in the profits and distributions, and in the assets, of the
successor entity, (ii) the Investment Affiliates expressly acknowledge such
successor entity as the holder of the Affiliate Investment Instruments, (iii)
the Partnership Preferred Securities continue to be or any Partnership
Successor Securities are or will be listed, upon notification of issuance, on
any national securities exchange or other organization on which the Partnership
Preferred Securities, if so listed, are then listed, (iv) such merger,
consolidation, amalgamation or replacement does not cause the Trust Preferred
Securities (or, in the event that the Trust is liquidated in connection with a
Trust Special Event, the Partnership Preferred Securities (including any
Partnership Successor Securities)) to be downgraded by any nationally
recognized statistical securities rating organization, (v) such merger,
consolidation, amalgamation or replacement does not adversely affect the
powers, preferences and other special rights of the holders of the Trust
Preferred Securities or the Holders of the Partnership Preferred Securities
(including any Partnership Successor Securities)) in any material respect
(other than, in the case of the Partnership Preferred Securities, with respect
to any dilution of the Holders' interest in the new resulting entity), (vi)
such successor entity has a purpose substantially identical to that of the
Partnership, (vii) prior to such merger, consolidation, amalgamation or
replacement, the Company has received an opinion of nationally recognized
independent counsel to the Partnership experienced in such matters to the
effect that (A) such successor entity will be treated as a "partnership" for
United States federal income tax purposes and not as an association or a
publicly traded partnership taxable as a corporation, (B) such merger,
consolidation, amalgamation or replacement will not cause the Trust to be
classified as an association or a publicly traded partnership taxable as a
corporation for United States federal income tax purposes, (C) following such
merger, consolidation, amalgamation or replacement, the Company and such
successor entity will be in compliance with the 1940 Act without registering
thereunder as an investment company, and (D) such merger, consolidation,
amalgamation or replacement will not adversely affect the limited liability of
the Holders of the Partnership Preferred Securities and (viii) the Company
guarantees the obligations of such successor entity under the Partnership
Successor Securities at least to the extent provided by the Partnership
Guarantee.

                                  ARTICLE XII

                       TRANSFERS OF INTERESTS BY PARTNERS

         Section 12.1     TRANSFER OF INTERESTS.

         (a)     Partnership Preferred Securities shall be freely transferable
by a Holder.

         (b)     Except as provided in the next sentence, the General Partner
may not assign or transfer its Interest in the Partnership in whole or in part
unless, prior to such assignment or transfer, the General Partner has obtained
the consent of the Holders of not less than 66-2/3% in Liquidation Preference
of the Partnership Preferred Securities.  The General Partner may assign or
transfer its Interest in the Partnership without such consent only to an entity
that is the survivor of a merger or consolidation of the General Partner in a
transaction that meets the requirements of Section 11.11 and only if prior to
such assignment or transfer the Company has received an opinion of nationally
recognized independent tax counsel to the Partnership experienced in such
matters to the effect that after such assignment or transfer the Partnership
will continue to be treated as a partnership for United States federal income
tax purposes and will not be treated as an association or a publicly traded
partnership taxable as a corporation.  "Permitted Successor" shall mean an
entity that is an assignee or transferee of the Interest of the General Partner
as permitted by this Section 12.1(b).  The admission of a Permitted Successor
as a general partner of the Partnership shall be effective upon the filing of
an amendment to the Certificate with the Secretary of State of the State of
Delaware which indicates that the Permitted Successor has been admitted as a
general partner of the Partnership.  If the General Partner assigns its entire
Interest, the General Partner shall cease to be a general partner of the
Partnership simultaneously with the admission of the Permitted Successor as a
general partner of the Partnership.  Any such Permitted Successor is hereby
authorized to and shall continue the business of the Partnership without
dissolution.





                                       26
<PAGE>   32
         (c)     Except as provided above, no Interest shall be transferred, in
whole or in part, except in accordance with the terms and conditions set forth
in this Agreement.  Any transfer or purported transfer of any Interest not made
in accordance with this Agreement shall be null and void.

         Section 12.2     TRANSFER OF L.P. CERTIFICATES.  The General Partner
shall provide for the registration of L.P.  Certificates and of transfers of
L.P. Certificates.  Upon surrender for registration of transfer of any L.P.
Certificate, the General Partner shall cause one or more new L.P. Certificates
to be issued in the name of the designated transferee or transferees.  Every
L.P. Certificate surrendered for registration of transfer shall be accompanied
by a written instrument of transfer in form satisfactory to the General Partner
duly executed by the Partnership Preferred Security Holder or his or her
attorney duly authorized in writing.  Each L.P. Certificate surrendered for
registration of transfer shall be canceled by the General Partner.  A
transferee of an L.P. Certificate shall be admitted to the Partnership as a
Limited Partner, shall become bound by this Agreement and shall be entitled to
the rights and subject to the obligations of a Partnership Preferred Security
Holder hereunder upon the receipt by the transferee of an L.P. Certificate,
which receipt shall be deemed to constitute a request by such transferee that
the books and records of the Partnership reflect such transferee's admission as
a limited partner.  The transferor of an L.P. Certificate, in whole, shall
cease to be a Limited Partner at the time that the transferee of such L.P.
Certificate is admitted to the Partnership as a Limited Partner in accordance
with this Section 12.2.

         Section 12.3     DEFINITIVE L.P. CERTIFICATES; PERSONS DEEMED
PARTNERSHIP PREFERRED SECURITY HOLDERS.

         (a)     Unless and until the Partnership issues a global L.P.
Certificate pursuant to Section 12.4(a), the Partnership shall only issue
definitive L.P. Certificates to the Partnership Preferred Security Holders.

         (b)     The Partnership may treat the Person in whose name any L.P.
Certificate shall be registered on the books and records of the Partnership as
the sole holder of such L.P. Certificate and of the Partnership Preferred
Securities represented by such L.P. Certificate for purposes of receiving
Distributions and for all other purposes whatsoever (including without
limitation, tax returns and information reports) and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such L.P.
Certificate or in the Partnership Preferred Securities represented by such L.P.
Certificate on the part of any other Person, whether or not the Partnership
shall have actual or other notice thereof.

         Section 12.4     BOOK-ENTRY PROVISIONS.

         (a)     General.  The provisions of this Section 12.4 shall apply only
in the event that the Partnership Preferred Securities are distributed to the
Holders of Trust Securities in connection with the involuntary or voluntary
dissolution, winding-up or liquidation of the Trust as a result of the
occurrence of a Trust Special Event.  Upon the occurrence of such event, a
global L.P. Certificate representing the Book-Entry Interests shall be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the
Partnership and any previously issued and still outstanding definitive L.P.
Certificates shall be of no further force and effect.  The global L.P.
Certificate shall initially be registered on the books and records of the
Partnership in the name of Cede & Co., the nominee of DTC, and no Holder of a
Partnership Preferred Security will receive a new definitive L.P. Certificate
representing such Holder's interests in such L.P.  Certificate, except as
provided in Section 12.4(c).  In connection with the involuntary or voluntary
dissolution, winding-up or liquidation of the Trust as a result of the
occurrence of a Trust Special Event, Cede & Co., the nominee of DTC, shall
automatically be admitted to the Partnership as a Limited Partner.  Receipt of
the global L.P. Certificate shall be deemed to constitute a request by Cede &
Co., the nominee of DTC, that the books and records of the Partnership reflect
its admission as a Limited Partner.  Unless and until new definitive, fully
registered L.P. Certificates (the "Definitive L.P. Certificates") have been
issued to the Partnership Preferred Security Owners pursuant to Section
12.4(c):

                 (i)      The provisions of this Section shall be in full force
         and effect;





                                       27
<PAGE>   33
                 (ii)     The Partnership, the General Partner and any Special
         Representative shall be entitled to deal with the Clearing Agency for
         all purposes of this Agreement (including the payment of
         Distributions, Redemption Price and liquidation proceeds on the L.P.
         Certificates and receiving approvals, votes or consents hereunder) as
         the Partnership Preferred Security Holder and the sole holder of the
         L.P. Certificates and shall have no obligation to the Partnership
         Preferred Security Owners;

                 (iii)    None of the Partnership, the Trust, the General
         Partner, any Special Representative or any agents of any of the
         foregoing shall have any liability or responsibility for any aspect of
         the records relating to or payments made on account of beneficial
         ownership interests in a global L.P. Certificate for such beneficial
         ownership interests or for maintaining, supervising or reviewing any
         records relating to such beneficial ownership interests; and

                 (iv)     Except as provided in Section 12.4(c) below, the
         Partnership Preferred Security Owners will not be entitled to receive
         physical delivery of the Partnership Preferred Securities in
         definitive form and will not be considered Holders thereof for any
         purpose under this Agreement, and no global L.P. Certificate
         representing Partnership Preferred Securities shall be exchangeable,
         except for another global L.P. Certificate of like denomination and
         tenor to be registered in the name of DTC or Cede & Co., or to a
         successor Depositary or its nominee.  Accordingly, each Partnership
         Preferred Security Owner must rely on the procedures of DTC or if such
         person is not a Participant, on the procedures of the Participant
         through which such person owns its interest to exercise any rights of
         a Holder under the Agreement.

         (b)     NOTICES TO CLEARING AGENCY.  Whenever a notice or other
communication to the Partnership Preferred Security Holders is required under
this Agreement, unless and until Definitive L.P. Certificates shall have been
issued to the Partnership Preferred Security Owners pursuant to Section
12.4(c), the General Partner and any Special Representative shall give all such
notices and communications specified herein to be given to the Partnership
Preferred Security Holders to the Clearing Agency, and shall have no
obligations to the Partnership Preferred Security Owners.

         (c)     DEFINITIVE L.P. CERTIFICATES.  Definitive L.P. Certificates
shall be prepared by the Partnership and exchangeable for the global L.P.
Certificate or L.P. Certificates if and only if (i) the Depositary notifies the
Company that it is unwilling or unable to continue its services as a securities
depositary and no successor depositary shall have been appointed, (ii) the
Depositary, at any time, ceases to be a clearing agency registered under the
Exchange Act at such time as the Depositary is required to be so registered to
act as such depositary and no successor depositary shall have been appointed,
or (iii) the Company, in its sole discretion, determines that such global L.P.
Certificate shall be so exchangeable.  Upon surrender of the global L.P.
Certificate or L.P. Certificates representing the Book- Entry Interests by the
Clearing Agency, accompanied by registration instructions, the General Partner
shall cause Definitive L.P. Certificates to be delivered to Partnership
Preferred Security Owners in accordance with the instructions of the Clearing
Agency.  Neither the General Partner nor the Partnership shall be liable for
any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions.  Any Person receiving a
Definitive L.P. Certificate in accordance with this Section 12.4 shall be
admitted to the Partnership as a Limited Partner upon receipt of such
Definitive L.P. Certificate and shall be registered on the books and records of
the Partnership as a Partnership Preferred Security Holder.  The Clearing
Agency or the nominee of the Clearing Agency, as the case may be, shall cease
to be a Limited Partner under this Section 12.4(c) at the time that at least
one additional Person is admitted to the Partnership as a Limited Partner in
accordance herewith.  The Definitive L.P. Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as may be
required by any national securities exchange on which Partnership Preferred
Securities may be listed and is reasonably acceptable to the General Partner,
as evidenced by its execution thereof.





                                       28
<PAGE>   34
         Section 12.5     REGISTRAR, TRANSFER AGENT AND PAYING AGENT.

         (a)     The General Partner will act as Registrar, Transfer Agent and
Paying Agent for the Partnership Preferred Securities for so long as the
Partnership Preferred Securities are held by the Trust or, if the Trust is
liquidated in connection with a Trust Special Event, for so long as the
Partnership Preferred Securities remain in book- entry only form.

         (b)     Except in such case where the General Partner shall act as
Registrar or Paying Agent pursuant to Section 12.5(a) hereof, the Partnership
shall maintain in the Borough of Manhattan, City of New York, State of New York
(i) an office or agency where Partnership Preferred Securities may be presented
for registration of transfer or for exchange ("Registrar") and (ii) an office
or agency where Partnership Preferred Securities may be presented for payment
("Paying Agent").  The Registrar shall keep a register of the Partnership
Preferred Securities and of their transfer and exchange.  The Partnership may
appoint the Registrar and the Paying Agent and may appoint one or more
co-registrars and one or more additional paying agents in such other locations
as it shall determine.  The term "Paying Agent" includes any additional paying
agent.  The Partnership may change any Paying Agent, Registrar or co-registrar
without prior notice to any Holder.  If the Partnership fails to appoint or
maintain another entity as Registrar or Paying Agent, the General Partner shall
act as such.

         (c)     Registration of transfers of Partnership Preferred Securities
shall be effected without charge by or on behalf of the Partnership, but upon
payment (with the giving of such indemnity as the Partnership or the General
Partner may require) in respect of any tax or other governmental charges that
may be imposed.

         (d)     The Partnership will not be required to register or cause to
be registered the transfer of Partnership Preferred Securities after such
Partnership Preferred Securities have been called for redemption.


                                  ARTICLE XIII

                            WITHDRAWAL, DISSOLUTION;
                     LIQUIDATION AND DISTRIBUTION OF ASSETS

         Section 13.1     WITHDRAWAL OF PARTNERS.  The General Partner shall
not at any time retire or withdraw from the Partnership except as otherwise
permitted hereunder.  If the General Partner retires or withdraws in
contravention of this Section 13.1, it shall indemnify, defend and hold
harmless the Partnership and the other Partners from and against any losses,
expenses, judgments, fines, settlements or damages suffered or incurred by the
Partnership or such other Partners arising out of or resulting from such
retirement or withdrawal.

         Section 13.2     DISSOLUTION OF THE PARTNERSHIP.

         (a)     The Partnership shall not be dissolved by the admission of
Partners in accordance with the terms of this Agreement.  The death,
withdrawal, bankruptcy or dissolution of a Limited Partner, or the occurrence
of any other event which terminates the Interest of a Limited Partner in the
Partnership, shall not, in and of itself, cause the Partnership to be dissolved
and its affairs wound up.  To the fullest extent permitted by applicable law,
upon the occurrence of any such event, the General Partner may, without any
further act, vote on approval of any Partner, admit any Person to the
Partnership as an additional or substitute limited partner in the Partnership,
which admission shall be effective as of the date of the occurrence of such
event, and the business of the Partnership shall be continued without
dissolution.

         (b)     The Partnership shall be dissolved and its affairs shall be
wound up upon the earliest to occur of any of the following events:

                 (i)      upon the bankruptcy, insolvency or dissolution of the
         General Partner;





                                       29
<PAGE>   35
                 (ii)     upon the assignment by the General Partner of its
         entire interest in the Partnership when the assignee is not admitted
         to the Partnership as a general partner of the Partnership in
         accordance with this Agreement, or the filing of a certificate of
         dissolution or its equivalent with respect to the General Partner, or
         the revocation of the General Partner's charter and the expiration of
         90 days after the date of notice to the General Partner of revocation
         without a reinstatement of its charter, or if any other event occurs
         that causes the General Partner to cease to be a general partner of
         the Partnership under the Partnership Act, unless the business of the
         Partnership is continued in accordance with the Partnership Act;

                 (iii)    the Partnership has redeemed or otherwise purchased
         all of the Partnership Preferred Securities;

                 (iv)     the entry of a decree of judicial dissolution under
         Section 17-802 of the Act; or

                 (v)      the written consent of all Partners.

         (c)     Upon dissolution of the Partnership, the Liquidator shall
promptly notify the Partners of such dissolution.

         Section 13.3     LIQUIDATION.

         (a)     In the event of the dissolution of the Partnership for any
reason, the General Partner (or, if the Partnership is dissolved pursuant to
Section 13.2(b)(i) or (ii), then a liquidating agent appointed by Holders of
not less than 66 2/3% in Liquidation Preference of the Partnership Preferred
Securities (the General Partner or such Person so appointed is hereinafter
referred to as the "Liquidator")) shall commence to wind up the affairs of the
Partnership and to liquidate the Partnership's assets; provided, however, that
a reasonable time shall be allowed for the orderly liquidation of the assets of
the Partnership and the satisfaction of liabilities to creditors so as to
enable the Partners to minimize the normal losses attendant upon liquidation.
The Partners shall continue to share all income, losses and distributions
during the period of liquidation in accordance with Articles IV and V.  Subject
to the provisions of this Article XIII, the Liquidator shall have full right
and unlimited discretion to determine the time, manner and terms of any sale or
sales of Partnership property pursuant to such liquidation, giving due regard
to the activity and condition of the relevant market and general financial and
economic conditions.

         (b)     The Liquidator shall have all of the rights and powers with
respect to the assets and liabilities of the Partnership in connection with the
liquidation and termination of the Partnership that the General Partner would
have with respect to the assets and liabilities of the Partnership during the
term of the Partnership, and the Liquidator is hereby expressly authorized and
empowered to execute any and all documents necessary or desirable to effectuate
the liquidation and termination of the Partnership and the transfer of any
assets.

         (c)     Notwithstanding the foregoing, a Liquidator that is not a
General Partner shall not, by virtue of acting in such capacity, be deemed a
Partner in this Partnership and shall not have any of the economic interests in
the Partnership of a Partner; and such Liquidator may be compensated for its
services to the Partnership at normal customary and competitive rates for its
services to the Partnership as reasonably determined by all the Limited
Partners.

         Section 13.4     DISTRIBUTION IN LIQUIDATION.  The proceeds of
liquidation shall be applied in the following order of priority (and without
regard to the non-mandatory provisions of Section 17-804 of the Act):

                 (i)      first, to creditors of the Partnership, including
         Partners who are creditors, to the extent otherwise permitted by law,
         in satisfaction of the liabilities of the Partnership (whether by
         payment or the making of reasonable provisions for payment thereof),
         other than liabilities for distributions (including Distributions) to
         Partners;





                                       30
<PAGE>   36
                 (ii)     second, following any allocations required under
         Section 4.2(e) of the Agreement, to the Limited Partners, an amount
         equal to the aggregate liquidation preference of their Partnership
         Preferred Securities, plus the amount of Distributions (including any
         Compounded Distributions) that are accrued and unpaid as of the date
         of such liquidating distribution; and

                 (iii)    thereafter, to the General Partner.

         Section 13.5     RIGHTS OF LIMITED PARTNERS.  Each Limited Partner
shall look solely to the assets of the Partnership for all distributions with
respect to the Partnership and such Partner's capital contribution (including
returns thereof), and such Partner's share of profits or losses thereof, and
shall have no recourse therefor (upon dissolution or otherwise) against the
General Partner, except under the Partnership Guarantee.  No Partner shall have
any right to demand or receive property other than cash upon dissolution and
termination of the Partnership.

         Section 13.6     TERMINATION.  The Partnership shall terminate when
all of the assets of the Partnership shall have been disposed of and the assets
shall have been distributed as provided in Section 13.4 and the Liquidator has
executed and caused to be filed a certificate of cancellation of the
Partnership.


                                  ARTICLE XIV

                            AMENDMENTS AND MEETINGS

         Section 14.1     AMENDMENTS.  Except as provided by Section 3.3(b) and
Section 6.2(i), this Agreement may be amended by, and only by, a written
instrument executed by the General Partner without the consent of any Limited
Partner; provided, however, that no amendment shall be made, and any such
purported amendment shall be void and ineffective, to the extent the result
thereof would be to (A) cause the Partnership to be treated for United States
federal income tax purposes as an association or a publicly traded partnership
taxable as a corporation, (B) require the Partnership to register under the
1940 Act or (C) materially adversely affect the rights, privileges or
preferences of the Partnership Preferred Securities.  Notwithstanding any
provision to the contrary, in the event of (i) a liquidation of the Trust for
any reason or (ii) any other distribution which effectively causes Partnership
Preferred Securities to be distributed to Holders of Trust Preferred
Securities, the General Partner may amend this Agreement without the consent of
the Limited Partners to provide for (A) orderly dissemination, purchase, sale,
exchange and replacement of such Partnership Preferred Securities, (B) all
other matters to the extent required by or desirable under then applicable law
and (C) such other matters reasonably incidental or related thereto; provided,
however, that no such amendment may materially adversely affect the rights,
privileges, or preferences of the Partnership Preferred Securities without the
consent of a majority in interest of the Partners so affected.

         Section 14.2     AMENDMENT OF CERTIFICATE.  In the event this
Agreement shall be amended pursuant to Section 14.1, the General Partner shall
amend the Certificate to reflect such change if it deems such amendment of the
Certificate to be necessary or appropriate.

         Section 14.3     MEETINGS OF PARTNERS.

         (a)     Meetings of the Limited Partners who are Holders may be called
at any time by the General Partner to consider and act on any matter on which
Limited Partners are entitled to act under the terms of this Agreement or the
Act.  The General Partner shall call a meeting of Holders if directed to do so
by Holders of no less than 10% in Liquidation Preference as permitted by this
Agreement.  Such direction shall be given by delivering to the General Partner
a request in writing stating that the signing Limited Partners desire to call a
meeting and indicating the general or specific purpose for which the meeting is
to be called.  Any Limited Partners calling a meeting shall specify in writing
the L.P. Certificates held by the Limited Partners exercising the right to call
a meeting and only those specified Interests shall be counted for purposes of
determining whether the required per-





                                       31
<PAGE>   37
centage set forth in the second sentence of this paragraph has been met.
Except to the extent otherwise provided in this Agreement, the following
provisions shall apply to meetings of Partners.

         (b)     Notice of any such meeting shall be given to all Limited
Partners having a right to vote thereat not less than seven Business Days nor
more than 60 days prior to the date of such meeting.  Each such notice shall
set forth the date, time and place of the meeting, a description of any matter
on which Holders are entitled to vote and instructions for the delivery of
proxies or written consents.

         (c)     Any action that may be taken at a meeting of the Limited
Partners may be taken without a meeting if a consent in writing setting forth
the action so taken is signed by Limited Partners owning not less than the
minimum Interests that would be necessary to authorize or take such action at a
meeting in which all Limited Partners having a right to vote thereon were
present and voting.  Prompt notice of the taking of action without a meeting
shall be given to the Limited Partners entitled to vote who have not consented
in writing.  The General Partner may provide that any written ballot submitted
to the Limited Partners for the purpose of taking any action without a meeting
shall be returned to the Partnership within a specified time.

         (d)     Each Partner may authorize any Person to act for it by proxy
on all matters as to which a Partner is entitled to participate, including
waiving notice of any meeting, or voting or participating at a meeting.  Every
proxy must be signed by the Partner or its attorney-in-fact.  No proxy shall be
valid after the expiration of 11 months from the date thereof unless otherwise
provided in the proxy.  Every proxy shall be revocable at the pleasure of the
Partner executing it.  Except as otherwise provided herein, or pursuant to
Section 14.3(f), all matters relating to the giving, voting or validity of
proxies shall be governed by the General Corporation Law of the State of
Delaware relating to proxies, and judicial interpretations thereunder, as if
the Partnership were a Delaware corporation and the Limited Partners were
stockholders of a Delaware corporation.

         (e)     Each meeting of Partners shall be conducted by the General
Partner or by such other Person that the General Partner may designate.

         (f)     The General Partner may establish all other reasonable
procedures relating to meetings of Limited Partners or the giving of written
consents, in addition to those expressly provided, including notice of time,
place or purpose of any meeting at which any matter is to be voted on by any
Partners, waiver of any such notice, action by consent without a meeting, the
establishment of a record date, quorum requirements, voting in person or by
proxy or any other matter with respect to the exercise of any such right to
vote.


                                   ARTICLE XV

                                 MISCELLANEOUS

         Section 15.1     NOTICES.  All notices provided for in this Agreement
shall be in writing, and shall be delivered or mailed by first class or
registered or certified mail or, with respect to the Partnership and General
Partner, telecopied, as follows:

         (a)     if given to the Partnership, in care of the General Partner at
the Partnership's mailing address set forth below:

                          Enron Corp.
                          1400 Smith Street
                          Houston, Texas   77002
                          Attention:  Treasury Department





                                       32
<PAGE>   38
         (b)     if given to the General Partner, at its mailing address set
forth below:

                          Enron Corp.
                          1400 Smith Street
                          Houston, Texas   77002
                          Attention:  Treasury Department

         (c)     if given to any other Partner at the address set forth on the
books and records of the Partnership.

         Section 15.2     POWER OF ATTORNEY.  Each Holder of a Partnership
Preferred Security does hereby constitute and appoint the General Partner, and
if applicable, any Special Representative appointed pursuant to Section
6.2(h)(i) of this Agreement, as its true and lawful representative and
attorney-in-fact, in its name, place and stead to make, execute, sign, deliver
and file (a) any amendment of the Certificate required because of an amendment
of this Agreement or in order to effect any change in the Partnership, (b) this
Agreement, (c) any amendments to this Agreement and (d) all such other
instruments, documents and certificates which from time to time may be required
by the laws of the United States of America, the State of Delaware or any other
jurisdiction, or any political subdivision or agency thereof, to effectuate,
implement and continue the valid and subsisting existence of the Partnership or
to dissolve the Partnership for any other purpose consistent with this
Agreement and the transactions contemplated hereby.

         The power of attorney granted hereby is coupled with an interest and
shall (a) survive and not be affected by the subsequent death, incapacity,
disability, dissolution, termination, or bankruptcy of the Holder granting the
same or the transfer of all or any portion of such Holder's Interest and (b)
extend to such Holder's successors, assigns and legal representatives.

         Section 15.3     ENTIRE AGREEMENT.  This Agreement constitutes the
entire agreement among the parties.  It supersedes any prior agreement or
understandings among them, and it may not be modified or amended in any manner
other than as set forth herein.

         Section 15.4     GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE
LAW OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY
SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

         Section 15.5     EFFECT.  Except as herein otherwise specifically
provided, this Agreement shall be binding upon and inure to the benefit of the
parties and their legal representatives, successors and assigns.

         Section 15.6     PRONOUNS AND NUMBER.  Wherever from the context it
appears appropriate, each term stated in either the singular or the plural
shall include the singular and the plural, and pronouns stated in either the
masculine, feminine or neuter shall include the masculine, feminine and neuter.

         Section 15.7     CAPTIONS.  Captions, headings, and subheadings
contained in this Agreement are included for convenience and identification
purposes only and in no way define, limit or extend the scope or intent of this
Agreement or any provision herein.

         Section 15.8     PARTIAL ENFORCEABILITY.  If any provision of this
Agreement, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Agreement, or the application of
such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

         Section 15.9     COUNTERPARTS.  This Agreement may contain more than
one counterpart of the signature page and this Agreement may be executed by the
affixing of the signature of each of the Partners to one of such counterpart
signature pages.  All of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.





                                       33
<PAGE>   39
         Section 15.10    WAIVER OF PARTITION.  Each Partner hereby irrevocably
waives any and all rights (if any) that such Partner may have to maintain any
action for partition of any of the Partnership's property.

         Section 15.11    REMEDIES.  The failure of any party to seek redress
for violation of, or to insist upon the strict performance of, any provision of
this Agreement shall not prevent a subsequent act, which would have originally
constituted a violation, from having the effect of an original violation.  The
rights and remedies provided by this Agreement are cumulative and the use of
any one right or remedy by any party shall not preclude or waive its right to
use any or all other remedies.  Said rights and remedies are given in addition
to any other rights the parties may have by law, statute, ordinance or
otherwise.





                                       34
<PAGE>   40
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.

                                        GENERAL PARTNER:
                                        
                                        ENRON CORP.
                                           a Delaware corporation
                                        
                                        
                                        
                                        By:   /s/ William D. Gathmann         
                                            ----------------------------------
                                              William D. Gathmann
                                              Vice President, Finance and 
                                              Treasurer
                                        
                                        INITIAL LIMITED PARTNER:
                                        
                                        Organizational Limited Partner, Inc.
                                        
                                        
                                        
                                        By:   /s/ William D. Gathmann         
                                            ----------------------------------
                                              William D. Gathmann
                                              Vice President
                                        
                                        



                                       35
<PAGE>   41
                                    ANNEX A

                            FORM OF L.P. CERTIFICATE



         [IF THE PARTNERSHIP PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE
INSERT: This Partnership Preferred Security is a Global Certificate within the
meaning of the Partnership Agreement hereinafter referred to and is registered
in the name of The Depository Trust Company (the "Depositary") or a nominee of
the Depositary.  This Partnership Preferred Security is exchangeable for
Partnership Preferred Securities registered in the name of a person other than
the Depositary or its nominee only in the limited circumstances described in
the Partnership Agreement and no transfer of this Partnership Preferred
Security (other than a transfer of this Partnership Preferred Security as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in limited circumstances.

         Unless this Partnership Preferred Security is presented by an
authorized representative of The Depository Trust Company (55 Water Street, New
York, New York), a New York corporation, to the Partnership or its agent for
registration of transfer, exchange or payment, and any Partnership Preferred
Security issued is registered in the name of Cede & Co.  or such other name as
requested by an authorized representative of the Depositary and any payment
hereon is made to Cede & Co. or such other entity as is requested by an
authorized representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]





                                      A-1
<PAGE>   42
PS-1                                                                [          ]


            Certificate Evidencing Partnership Preferred Securities

                                       of

                        ENRON PREFERRED FUNDING II, L.P.


                    8 1/8% Partnership Preferred Securities
          (liquidation amount $25 per Partnership Preferred Security)

         ENRON PREFERRED FUNDING II, L.P., a limited partnership formed under
the laws of the State of Delaware (the "Partnership"), hereby certifies that
____________________________________________________________ (the "Holder") is
the registered owner of ___________ preferred securities of the Partnership
representing limited partner interests in the Partnership designated the 8 1/8%
Partnership Preferred Securities (liquidation amount $25 per Partnership
Preferred Security) (the "Partnership Preferred Securities").  The Partnership
Preferred Securities are freely transferable on the books and records of the
Partnership, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer.  The designation,
rights, powers, privileges, restrictions, preferences and other terms and
provisions of the Partnership Preferred Securities represented hereby are set
forth in, issued under and shall in all respects be subject to the provisions
of the Amended and Restated Agreement of Limited Partnership dated as of
January 16, 1997, as the same may be amended from time to time (the
"Partnership Agreement").  Capitalized terms used herein but not defined shall
have the meaning given them in the Partnership Agreement.  The Holder is
entitled to the benefits of the Partnership Guarantee to the extent provided
therein.  The Partnership will provide a copy of the Partnership Agreement and
the Partnership Guarantee to a Holder without charge upon written request to
the Partnership at its principal place of business.

         Upon receipt of this certificate, the Holder is admitted to the
Partnership as a Limited Partner, is bound by the Partnership Agreement and is
entitled to the benefits thereunder.  Each Holder of a Partnership Preferred
Security, by acceptance of this Certificate and each Certificate owner, by
acquisition of a beneficial interest in a Certificate, agrees to treat the
Debentures, and any other Affiliate Investment Instruments that are treated as
debt instruments by the relevant Investment Affiliate and by the Partnership,
as indebtedness for United States federal income tax purposes.





                                      A-2
<PAGE>   43
         IN WITNESS WHEREOF, the Partnership has executed this certificate this
____ day of _______, ____.


                                        ENRON PREFERRED FUNDING II, L.P.
                                        
                                            By: ENRON CORP.,
                                                as General Partner
                                        
                                        
                                        
                                                By:
                                                    --------------------------
                                                Name:   
                                                      ------------------------
                                                Title: 
                                                       -----------------------




                       (See reverse for additional terms)





                                      A-3
<PAGE>   44
                         [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Partnership Preferred Security will be
fixed at a rate per annum of  8 1/8% of the stated liquidation amount of $25
per Partnership Preferred Security.  Distributions not paid on the scheduled
payment date will accumulate and compound quarterly (to the extent permitted by
applicable law) at the rate of  8 1/8% per annum.  The term "Distributions" as
used herein shall mean ordinary cumulative distributions in respect of each
Fiscal Period together with any such Compounded Distributions.  Distributions
on the Partnership Preferred Securities will only be made to the extent that
the Partnership has funds legally available for the payment of such
distributions.  Amounts available to the Partnership for distribution to the
holders of the Partnership Preferred Securities will be limited to payments
received by the Partnership from the Company and certain wholly owned
subsidiaries on the Affiliate Investment Instruments or from the Company on the
Partnership Guarantee or on the Eligible Debt Securities.  Distributions on the
Partnership Preferred Securities will be paid only if, as and when declared in
the sole discretion of the Company, as the General Partner of the Partnership.
The amount of Distributions payable for any period will be computed for any
full quarterly Distribution period on the basis of a 360-day year of twelve
30-day months, and for any period shorter than a full quarterly Distribution
period on the basis of the actual number of days elapsed in a 90-day quarter.

         Except as otherwise described herein, distributions on the Partnership
Preferred Securities will be cumulative, will accrue from the date of initial
issuance and will be payable quarterly in arrears, on March 31, June 30,
September 30 and December 31 of each year, commencing on March 31, 1997, if, as
and when declared by the General Partner in its sole discretion.  If the Trust
Preferred Securities (or, if the Trust is liquidated, the Partnership Preferred
Securities) are in book-entry only form, Distributions will be payable to the
Holders of record of Partnership Preferred Securities as they appear on the
books and records of the Partnership on the relevant record dates, which will
be one Business Day prior to the relevant payment dates.  If the Trust or the
Property Trustee is the Holder of the Partnership Preferred Securities, all
distributions of cash shall be made by wire transfer of same day funds to such
Holder by 10:00 a.m., New York City time, on the applicable Distribution
Payment Date.  Distributions payable on any Partnership Preferred Securities
that are not punctually paid on any Distribution Payment Date will cease to be
payable to the Person in whose name such Partnership Preferred Securities are
registered on the relevant record date, and such Distribution will instead be
payable to the Person in whose name such Partnership Preferred Securities are
registered on the record date for payment of such defaulted or accrued
Distribution.  If the Trust Preferred Securities (or, if the Trust is
liquidated, the Partnership Preferred Securities) are not in book-entry only
form, the relevant record dates shall be the 15th day of the month of the
relevant payment dates.  In the event that any date on which distributions are
payable is not a Business Day, payment of such Distribution shall be made on
the next succeeding day which is a Business Day (without any interest or other
payment in respect of any such delay) except that, if such Business Day falls
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day (without any reduction in interest or other
amounts in respect of any such early payment).

         The Partnership Preferred Securities shall be redeemable as provided
in the Partnership Agreement.





                                     A-4

<PAGE>   45

                            ---------------------


                                  ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Partnership
Preferred Security Certificate to:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   (Insert address and zip code of assignee)


and irrevocably appoints

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
agent to transfer this Partnership Preferred Security Certificate on the books
of the Partnership.  The agent may substitute another to act for him or her.


Date: 
      -----------------------
Signature: 
           ------------------


         (Sign exactly as your name appears on the other side of this
                 Partnership Preferred Security Certificate)





                                      A-5